Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

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Leidos Holdings, Inc.


(Name of Registrant as Specified In Its Charter)

 


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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 6, 2014.

 

       

 

Meeting Information

  

LEIDOS HOLDINGS, INC.

  

 

Meeting Type:          Annual Meeting

  

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     For holders as of:     April 9, 2014
        Date: June 6, 2014     Time: 9:00 AM local time
        Location:  Hyatt Regency Reston
                          1800 Presidents Street
                          Reston, Virginia

 

       

 

You are receiving this communication because you hold shares in the company named above.

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ATTN: STOCK PROGRAMS

11955 FREEDOM DRIVE

M/S: FS2-15-1

RESTON, VA 20190

    

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

       

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

       

 

This notice also constitutes Notice of the 2014 Annual Meeting of Stockholders.

 

       

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 


  Before You Vote
 

 

How to Access the Proxy Materials

 

      Proxy Materials Available to VIEW or RECEIVE:
   
    NOTICE AND PROXY STATEMENT                    ANNUAL REPORT ON FORM 10-K
   
    How to View Online:
   
    Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
   
    How to Request and Receive a PAPER or E-MAIL Copy:
   
    If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
   
    Please choose one of the following methods to make your request:
   
                                        1) BY INTERNET:   www.proxyvote.com
                                        2) BY TELEPHONE:   1-800-579-1639
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*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow LOGO (located on the following page) in the subject line.

   
    Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
   
     

Please make the request as instructed above on or before May 25, 2014 to facilitate timely delivery.

 

 

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  How To Vote  

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Please Choose One of the Following Voting Methods

 
     

 

Vote In Person: All stockholders of record at April 9, 2014 (or holders in street name who have obtained a valid proxy) may vote in person at the meeting. Directions to the Hyatt Regency Reston in Reston, Virginia are available at www.leidos.com or by calling LEIDOS HOLDINGS, INC. at (571) 526-6000.

   
    Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.
   
    Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
   
     

Vote Confirmation: Starting on May 22, 2014, you can confirm how you voted by going to www.proxyvote.com and entering the information in the box marked by the arrow LOGO . Please allow 24 hours after you submit your vote before confirming.

 


     

 

Voting Items      

 

 
 

 

VOTE ON DIRECTORS - The Board of Directors recommends a vote FOR each of the nominees listed below.

 

1.

      Nominees:  
 

1a.    David G. Fubini

 
 

1b.    John J. Hamre

 
 

1c.    Miriam E. John

 
 

1d.    John P. Jumper

 
 

1e.    Harry M.J. Kraemer, Jr.

 

1f.    Lawrence C. Nussdorf

 
 

1g.    Robert S. Shapard

 

 

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1h.    Noel B. Williams

 
        

 

 

VOTE ON PROPOSAL 2 - The Board of Directors recommends a vote FOR proposal 2.

 

2. Approve, by an advisory vote, executive compensation.

VOTE ON PROPOSAL 3 - The Board of Directors recommends a vote FOR proposal 3.

 

3. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2015.