Item 5. Other Information
Item 5. Other Information
(a) Compensatory Arrangements of Certain Officers
In connection with the transition of C. Michael Petters from his position as the Company’s President and Chief Executive Officer to Executive Vice Chairman of the Board of Directors in 2022, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) approved a grant of restricted performance stock rights (“RPSRs”) under the Company’s 2012 Long-Term Incentive Plan (the “2012 Plan”) to Mr. Petters (the “2022 RPSR Award”). The terms of the 2022 RPSR Award approved by the Compensation Committee provide for full time-based vesting of the 2022 RPSR Award upon Mr. Petters’ retirement from the Company, subject
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to continuation of the performance-based vesting requirements over the three-year performance period (which period ends on December 31, 2024) of the 2022 RPSR Award.
The terms of the RPSRs granted to Mr. Petters in 2021 under the 2012 Plan (the “2021 RPSR Award”) provided that, in the event of Mr. Petters’ retirement from the Company prior to the end of the applicable three-year performance period (which period ends on December 31, 2023), the number of RPSRs that could vest and become earned RPSRs upon achievement of the applicable performance criteria would be prorated based on the number of full months during the applicable three-year performance period that Mr. Petters was actually employed by the Company. As a result, on December 31, 2022, the effective date of Mr. Petters’ retirement from the Company, Mr. Petters’ 2021 RPSR Award was prorated to time vest two-thirds of the 2021 RPSR Award.
Consistent with the Compensation Committee’s intent for the 2021 RPSR Award to match the time-based vesting terms of the 2022 RPSR Award but recognizing that the 2021 RPSR Award was already prorated, on July 31, 2023, the Compensation Committee approved a cash payment from the Company to Mr. Petters, which will be paid following the end of the 2021 RPSR Award performance period in an amount equal to (x) the value of the number of shares of the Company’s common stock that he would have otherwise been entitled to receive under the 2021 RPSR Award without proration of the award, less (y) the value of the number of shares of the Company’s common stock that Mr. Petters actually receives upon settlement of the prorated 2021 RPSR Award.
(c) Adoption or Termination of Trading Arrangements
None.
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Item 6. Exhibits
3.1 Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., filed March 30, 2011 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 4, 2011).
3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May 28, 2014 (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed on August 7, 2014).
3.3 Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May 21, 2015 (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed on August 6, 2015).
3.4 Certificate of Amendment to the Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., dated May 12, 2021 (incorporated by reference to Annex B to the Proxy Statement filed on March 19, 2021).
3.5 Restated Bylaws of Huntington Ingalls Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 8, 2022).
31.1 Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certificate of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certificate of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1 Amended and Restated Revolving Credit Agreement, dated as of April 24, 2023, among Huntington Ingalls Industries, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and an Issuing Bank (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 28, 2023).
10.2 Amended and Restated Credit Agreement, dated as of April 24, 2023, among Huntington Ingalls Industries, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 28, 2023).
101 The following financial information for the Company, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations and Comprehensive Income, (ii) the Condensed Consolidated Statements of Financial Position, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Changes in Equity, and (v) the Notes to Condensed Consolidated Financial Statements.
104 The cover page from the Company’s Quarterly Report on Form 10-Q, formatted in Inline XBRL and contained in Exhibit 101.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 3, 2023 Huntington Ingalls Industries, Inc.
(Registrant)
By: /s/ Nicolas Schuck
Nicolas Schuck
Corporate Vice President, Controller and Chief Accounting Officer
(Duly Authorized Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.