UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2009
SAIC, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-33072 | 20-3562868 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
10260 Campus Point Drive, San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
(858) 826-6000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
FORM 8-K
| Item 8.01 | Other Events. |
The Annual Meeting of Stockholders of SAIC, Inc. was held on June 19, 2009. All of the directors nominated by management in SAIC’s 2009 Proxy Statement were elected and no solicitation in opposition to management’s nominees was made. In addition, the stockholders approved the proposal to automatically convert each share of SAIC’s class A preferred stock into one share of common stock and ratified the appointment of Deloitte & Touche LLP as SAIC’s independent registered public accounting firm for the fiscal year ending January 31, 2010.
At the Annual Meeting, the stockholders voted on the following matters:
| (i) | the election of the following directors by the votes set forth below: |
| Number of Votes Common and Class A Preferred Combined | ||||
| Director Nominee |
For | Withhold Authority | ||
| France A. Córdova |
1,698,473,140 | 155,814,645 | ||
| Kenneth C. Dahlberg |
1,607,999,202 | 246,276,673 | ||
| Jere A. Drummond |
1,699,972,354 | 154,303,519 | ||
| John J. Hamre |
1,709,348,069 | 144,987,355 | ||
| Miriam E. John |
1,708,128,922 | 146,146,952 | ||
| Anita K. Jones |
1,703,714,511 | 150,561,363 | ||
| John P. Jumper |
1,697,562,691 | 156,713,185 | ||
| Harry M.J. Kraemer, Jr. |
1,694,536,460 | 159,739,414 | ||
| Edward J. Sanderson, Jr. |
1,701,437,718 | 152,897,706 | ||
| Louis A. Simpson |
1,697,229,680 | 157,046,195 | ||
| A. Thomas Young |
1,665,759,275 | 188,516,599 | ||
| (ii) | a proposal to automatically convert each share of SAIC’s class A preferred stock into one share of common stock by the votes set forth below: |
| Number of Votes | ||||||||
| For | Against | Abstain | Broker Non-Votes | |||||
| Common |
153,410,095 | 8,527,301 | 482,388 | 36,197,620 | ||||
| Class A Preferred |
1,023,888,474 | 609,687,116 | 22,094,791 | |||||
| Total Combined Votes |
1,177,298,569 | 618,214,417 | 22,577,179 | |||||
| (iii) | a proposal to ratify the appointment of Deloitte & Touche LLP as SAIC’s independent registered public accounting firm for the fiscal year ending January 31, 2010 by the votes set forth below: |
| Number of Votes Common and Class A Preferred Combined | ||||
| For |
Against |
Abstain | ||
| 1,718,198,739 |
72,079,889 | 64,009,154 | ||
SIGNATURE
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 hereunto duly authorized.
| (Registrant) | SAIC, INC. | |||
| Date: June 26, 2009 | By: | /s/ DOUGLAS E. SCOTT | ||
| Douglas E. Scott | ||||
| Its: | Executive Vice President | |||
| General Counsel and Secretary | ||||