You should carefully review and consider the information regarding certain factors that could materially affect our business, financial condition or future results set forth under Item 1A (Risk Factors) in our Annual Report on Form 10-K for the fiscal year ended July 2, 2021.
−Removed: There have been no changes from the factors disclosed in our 2021 Annual Report on Form 10-K filed on August 17, 2021, although we may disclose changes to such factors from time to time in our future filings with the Securities and Exchange Commission.
+Added: The following risk factor should be read in conjunction with the risk factors described in the Annual Report on Form 10-K:
+Added: Shareholder activism could cause us to incur significant expense, disrupt our business, result in litigation, and impact our stock price.
+Added: We have been subject to shareholder activism and may be subject to such activism in the future, which could result in substantial costs and divert management’s and our Board’s attention and resources from our business.
+Added: Such shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with our employees, customers, or suppliers, and make it more difficult to attract and retain qualified personnel.
+Added: We may be required to incur significant fees and other expenses related to activist shareholder matters, including for third-party advisors.
+Added: We may be subjected to litigation by activist investors, including litigation related to the shareholder rights agreement or “poison pill” that our Board adopted on December 27, 2021.
+Added: Our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks, and uncertainties of any shareholder activism.
+Added: JANA Partners LLC filed a Schedule 13D on December 23, 2021, and Starboard Value LP filed a Schedule 13D on January 13, 2022.
+Added: Both JANA and Starboard have indicated that they intend to engage with Mercury’s management.
+Added: Starboard has also written an open letter to Mercury’s Board of Directors dated January 13, 2022, requesting that the limited duration rights agreement be withdrawn or amended.
The following Exhibits are filed or furnished, as applicable, herewith:
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MERCURY SYSTEMS, INC.
−Removed: 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, in Andover, Massachusetts, on November 9, 2021.
+Added: 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, in Andover, Massachusetts, on February 8, 2022.
MERCURY SYSTEMS, INC.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.