8-K
MANTECH INTERNATIONAL CORP false 0000892537 0000892537 2022-02-21 2022-02-21

 

 

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): February 21, 2022

 

 

ManTech International Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-49604   22-1852179

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

  2251 Corporate Park Drive   Herndon   VA   20171  
  (Address of principal executive offices)       (Zip Code)  

Registrant’s telephone number, including area code: (703) 218-6000

(Former name or former address, if changed since last report.)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock   MANT   Nasdaq

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 (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

 

 

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 (§203.405 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

 

(b)               

On February 21, 2022, Mr. George J. Pedersen notified ManTech International Corporation (the Company) of his decision to retire from the Company’s Board of Directors, effective immediately. Mr. Pedersen stated that there were no disagreements between he and the Company.

The press release issued by the Company announcing Mr. Pedersen’s retirement from the Company’s Board of Directors is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 8.01

Other Events

Following Mr. Pedersen’s retirement, the Board of Directors, pursuant to Section 3.2 of the Company’s Third Amended and Restated Bylaws, fixed the number of members of the Board at seven (7) persons, effective February 22, 2022.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    ManTech International Corporation press release, dated February 23, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.

 

    ManTech International Corporation

Date: February 23, 2022

        By:  

/s/ Michael R. Putnam

          Michael R. Putnam
          SVP – Corporate & Regulatory Affairs
EX-99.1

Exhibit 99.1

 

LOGO

George Pedersen Retires from ManTech Board of Directors

HERNDON, Va., February 23, 2022 (GLOBE NEWSWIRE) – ManTech (Nasdaq: MANT) today announced that its Co-Founder, George J. Pedersen, has decided to retire from his positions on the ManTech Board of Directors and as Chairman Emeritus.

“Over the past several years, ManTech has undertaken a multi-year plan to transition leadership of the Company which has included the appointment of Kevin Phillips as Chairman in September 2020,” said Pedersen. “The Company is well-positioned under the guidance of a strong leadership team and Board, and I believe that now is the right time to retire from the Board. I care deeply about ManTech and its people and look forward to closely following the Company’s continued success as its largest shareholder.”

“I want to thank George on behalf of everyone who has been part of ManTech for his guidance and leadership over the past five decades, most recently in his role as Chairman Emeritus and as a member of the Board,” said Kevin M. Phillips, Chairman, Chief Executive Officer and President of ManTech. “George is a true industry pioneer, and we are grateful for all that he has done to build ManTech into a leading mission-focused national security company.”

Pedersen co-founded the Company in 1968 with a dream and a single contract to supply high-end modeling and simulation services to the U.S. Navy. Under Pedersen’s multi-decade, strategic leadership as Chairman and Chief Executive Officer, ManTech grew from $400 million in annual revenue in 2002, when it began trading on the Nasdaq, to over $2.5 billion in annual revenue today. ManTech now has a team of approximately 9,800 employees providing differentiated solutions and services in full-spectrum cyber, secure mission and enterprise IT, advanced data analytics, software systems development, intelligence mission support and intelligent systems engineering.

About ManTech

ManTech provides mission-focused technology solutions and services for U.S. defense, intelligence community and federal civilian agencies. In business more than 53 years, we excel in full-spectrum cyber, data collection & analytics, enterprise IT, systems engineering and software application development solutions that support national and homeland security. Additional information on ManTech can be found at www.mantech.com.

Investor Relations Contact

Stephen Vather    

VP, M&A and Investor Relations

(703) 218-6093

Stephen.Vather@ManTech.com

Media Contact

Sheila Blackwell

VP, Enterprise Marketing & Communications

(301) 717-7345

Sheila.Blackwell@ManTech.com