11 nominees · 4 ballot items.
Election of 11 directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Deloitte as independent auditor; and a shareholder proposal requesting an annual report on the Company’s political spending.
Elect 11 director nominees to one-year terms ending at the next annual meeting.
Advisory (non-binding) 'say-on-pay' vote to approve the compensation of the named executive officers for 2025 as disclosed in the proxy statement.
The proposal asks shareholders to approve, on a non-binding basis, the compensation of HII’s named executive officers (NEOs) for 2025 as disclosed in the proxy statement, including the CD&A and compensation tables. Management supports the proposal, arguing the program is pay-for-performance, aligns executive incentives with operational and financial goals (including short-term AIP metrics and three-year RPSR long-term awards), includes risk mitigants such as clawback policies and caps, and is benchmarked to peers and reviewed by an independent compensation consultant. The vote provides a signal to the Compensation Committee and the Board about investor support for pay practices. The context includes recent strong say-on-pay support (97% in 2025), significant performance-based compensation tied to operating metrics and free cash flow, and an upcoming executive order regarding defense contractor pay that the company says it will monitor. A vote FOR supports management’s current compensation design; a vote AGAINST would signal investor dissatisfaction prompting potential Committee review.
Ratify Deloitte & Touche LLP as the Company’s independent auditor for 2026.
Stockholder proposal requesting an annual report disclosing corporate policies and monetary and non-monetary political contributions and expenditures (excluding lobbying).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.8% | 2,695,278 | $1.0B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 2,552,752 | $970M |
| 3 | FMR LLC | 5.5% | 2,152,842 | $818M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 2,026,735 | $770M |
| 5 | BlackRock, Inc. | 4.5% | 1,767,654 | $672M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.8% | 1,109,207 | $421M |
| 7 | VAN ECK ASSOCIATES CORP | 2.7% | 1,074,246 | $408M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 2.6% | 1,009,118 | $383M |
| 9 | BlackRock, Inc. | 2.2% | 852,795 | $324M |
| 10 | Invesco Ltd. | 2.2% | 848,755 | $322M |
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