Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 1, 2026, the Board of Directors (the "Board") of Leidos Holdings, Inc. (the "Company") increased the size of the Board to 11 members and elected Jeffery S. McElfresh as a Director of the Company, effective October 1, 2026 (the "Effective Date").…
Filed Oct 1, 2026Accepted Oct 1, 2026, 9:10 AM EDTCIK 1336920Accession 0001336920-26-000265
Leidos is an industry and technology leader serving government and commercial customers with smarter, more efficient digital and mission innovations. Headquartered in Reston, Virginia, with approximately 50,000 global employees, Leidos reported annual revenues of approximately $17.2 billion for the fiscal year ended January 2, 2026. For more information, visit www.leidos.com.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2026, the Board of Directors (the "Board") of Leidos Holdings, Inc. (the "Company") increased the size of the Board to 11 members and elected Jeffery S. McElfresh as a Director of the Company, effective October 1, 2026 (the "Effective Date"). A copy of the press release announcing Mr. McElfresh’s election is attached to this report as Exhibit 99.1.
The Board has determined that Mr. McElfresh is independent and meets the applicable independence requirements of the New York Stock Exchange. Mr. McElfresh will receive compensation for his service as a non-employee member of the Board in accordance with the standard compensatory arrangements for non-employee members of the Board as described in the Company’s proxy statement filed on March 19, 2026. Mr. McElfresh has been appointed to serve on the Board's Corporate Governance and Ethics and Technology and Information Security Committees, effective at the Effective Date.
There are no arrangements or understandings between Mr. McElfresh and any other person pursuant to which Mr. McElfresh was selected as a director, and there are no transactions in which the Company is a party and in which Mr. McElfresh has a material interest subject to disclosure under Item 404(a) of Regulation S-K.