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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)
May 5, 2025
  _____________________________________
HUNTINGTON INGALLS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 _____________________________________
Delaware001-3491090-0607005
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
 
4101 Washington Avenue Newport News, Virginia23607
(Address of principal executive offices) (Zip Code)
(757) 380-2000
(Registrant’s telephone number, including area code)
 (Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockHIINew York Stock Exchange
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed in our Proxy Statement, the Board of Directors of the Company approved amendments (the "Amendments") to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to: (1) provide for the elimination of personal liability of certain officers for monetary damages for breach of certain fiduciary duties as an officer, to the extent permitted by the Delaware General Corporation Law ("DGCL"), and (2) conform Article Twelfth of the Certificate of Incorporation with the special meeting bylaw provision under the Company's Restated Bylaws, in each case, subject to stockholder approval at the 2025 Annual Meeting.
At the 2025 Annual Meeting, stockholders considered and approved the Amendments. The Company has filed with the Secretary of State of Delaware a certificate of amendment that reflects the Amendments, which was effective upon filing. Following the filing of the certificate of amendment, the Company filed with the Secretary of State of Delaware a Restated Certificate of Incorporation that reflects the Amendments, which became effective upon filing.
On April 30, 2025, the Board of Directors considered and approved amendments to the Company's restated Bylaws to reflect recent changes to the DGCL, emerging practices, clarify information and other requirements, clarify certain provisions relating to indemnification, and make certain other changes. The amendments provide a later deadline for the Company’s receipt of stockholder nominations for director (other than proxy access candidates) and stockholder proposals (other than proposals under Rule 14a-8 under the Securities and Exchange Act of 1934). For the 2026 annual meeting of stockholders, the deadline for those nominations and proposals is January 30, 2026, and stockholders must comply with the provisions of the Restated Bylaws, as amended. The Restated Bylaws were effective upon adoption by the Board of Directors.
Copies of the Restated Certificate of Incorporation and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2 to this Report, respectively.


Item 5.07.Submission of Matters to a Vote of Security Holders.
On April 30, 2025, Huntington Ingalls Industries, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.
Item 1 - Election of Directors
Votes regarding the election of 12 directors, for terms ending in 2026, were as follows:
NameForAgainstAbstentionsBroker Non-Votes
Augustus L. Collins31,465,020 126,410 33,699 3,377,153 
Leo P. Denault31,463,726 88,711 72,692 3,377,153 
Kirkland H. Donald30,769,661 826,399 29,069 3,377,153 
Craig S. Faller31,434,035 119,424 71,670 3,377,153 
Victoria D. Harker30,148,203 1,444,874 32,052 3,377,153 
Frank R. Jimenez31,112,644 416,753 95,732 3,377,153 
Christopher D. Kastner31,431,002 165,894 28,233 3,377,153 
Anastasia D. Kelly30,104,722 1,464,496 55,911 3,377,153 
Tracy B. McKibben31,221,651 344,301 59,177 3,377,153 
Stephanie L. O'Sullivan31,466,262 86,067 72,800 3,377,153 
Thomas C. Schievelbein30,318,052 1,277,988 29,089 3,377,153 
John K. Welch27,767,053 3,828,850 29,226 3,377,153 

Item 2 - Proposal to Approve the Company’s Executive Compensation on an Advisory Basis
Votes on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers were as follows:
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ForAgainstAbstentionsBroker Non-Votes
30,456,940 1,033,988 134,201 3,377,153 

Item 3 - Proposal to Ratify the Appointment of the Company's Independent Auditor

Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2025 were as follows:
ForAgainstAbstentionsBroker Non-Votes
34,005,499 926,236 70,547 — 

Item 4 - Proposal to Eliminate the Personal Liability of Officers for Monetary Damages for Breach of Certain Fiduciary Duties as Permitted by Delaware Law
Votes on a proposal to eliminate the personal liability of officers for monetary damages for breach of certain fiduciary duties as permitted by Delaware law were as follows:
ForAgainstAbstentionsBroker Non-Votes
26,048,680 5,516,618 59,831 3,377,153

Item 5 – Proposal to Amend Restated Certificate of Incorporation to Conform with Special Meeting Bylaw
Votes on a proposal to amend the Company's Restated Certificate of Incorporation to conform with the Company's special meeting bylaw were as follows:
ForAgainstAbstentionsBroker Non-Votes
31,294,405 273,517 57,207 3,377,153 

Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.  Description
3.1 
3.2 
104 Cover Page Interactive Data File (embedded within Inline XBRL document)

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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 hereunto duly authorized.
 
  HUNTINGTON INGALLS INDUSTRIES, INC.
May 5, 2025
  By: /s/ Tiffany M. King
   Tiffany M. King
   Corporate Vice President, Associate General Counsel and Secretary

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INDEX TO EXHIBITS

Exhibit No.  Description
3.1 
3.2 
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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