UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~June 2215, 2017

LOGO

NCI, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51579	20-3211574
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
11730 Plaza American Drive, Reston, VA		20190
(Address of principal executive offices)		(Zip Code)

11730 Plaza American Drive, Reston, VA		20190
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 707-6900

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 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 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~May~~June 2215, 2017, NCI, Inc., ~~a Delaware corporation~~ (the “Company”), ~~and~~held ~~its~~an ~~subsidiaries~~annual ~~entered~~meeting ~~into~~of ~~that~~its ~~certain~~stockholders ~~Fifth Amendment~~ (the “~~Amendment~~Annual Meeting”). toAs ~~the~~of ~~Amended~~April 27, ~~and~~2017, ~~Restated~~the ~~Loan~~record ~~and~~date ~~Security~~for ~~Agreement~~the Annual Meeting, ~~dated~~there ~~December~~ were 13,551,817 ~~2010~~shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, asa ~~amended~~total of 12,879,835 shares of the Company’s common stock were represented in person or by proxy. Set forth below is a brief description of each matter ~~and~~voted ~~among~~upon at the ~~Company~~Annual Meeting and ~~its~~the ~~subsidiaries,~~voting ~~SunTrust~~results ~~Bank~~with respect to each matter. These proposals, ineach ~~its~~of ~~capacity~~which aswas ~~administrative~~approved ~~agent~~by ~~for~~our stockholders at the ~~lenders~~Annual ~~thereunder~~Meeting, are more fully described in the ~~lenders~~Company’s ~~named~~definitive ~~therein~~proxy ~~and~~statement for the ~~other~~Annual ~~parties~~Meeting ~~thereto~~filed with the U.S. Securities and Exchange Commission on May 1, 2017 (the “~~Credit~~Proxy ~~Agreement~~Statement”).

~~The~~1. ~~Amendment~~To ~~modifies~~elect ~~certain~~the ~~provisions~~seven director nominees named in the Proxy Statement as directors of the ~~Credit~~Company, ~~Agreement~~each to, ~~among~~serve ~~other~~for ~~things:~~a term of one year or until their respective successors have been duly elected and qualified.

• extend the commitment termination date from May 31, 2017 to September 30, 2017;


	For		Withheld		Broker Non-Votes
Paul A. Dillahay		51,976,169		126,648		1,277,018
James P. Allen		47,759,748		4,343,069		1,277,018
Paul V. Lombardi		50,108,324		1,994,493		1,277,018
Cindy E. Moran		51,944,144		158,673		1,277,018
Charles K. Narang		51,937,825		164,992		1,277,018
Austin J. Yerks		50,992,065		1,110,752		1,277,018
Daniel R. Young		50,522,805		1,580,012		1,277,018

•2. ~~amend~~To ratify the ~~definition~~appointment of ~~“EBITDA”~~Deloitte to& ~~deduct~~Touche ~~from~~LLP ~~the~~as ~~calculation thereof, to~~ the ~~extent~~independent ~~deducted~~registered topublic ~~determine~~accounting ~~consolidated~~firm ~~net income under the Credit Agreement, nonrecurring expenses not incurred in the ordinary course~~ of ~~business and related to~~ the ~~investigation and/or litigation by the~~ Company offor the ~~alleged~~year ~~embezzlement~~ending byDecember ~~the former corporate controller of the Company~~31, ~~in an aggregate amount not to exceed $10,000,000, subject to the qualifications and limitations provided for therein;~~2017.

• amend the definition of “Swingline Commitment” from $500,000 to $8,000,000; and


For	Against	Abstained	Broker Non-Votes
53,218,182	161,015	638	—

•3. ~~subject~~To tohold ~~certain~~an ~~conditions,~~advisory ~~permit~~(non-binding) ~~the~~vote ~~Company~~on tothe ~~pay~~compensation apaid ~~one-time~~to ~~dividend~~our innamed anexecutive ~~amount~~officers ~~not~~as topresented ~~exceed $2,500,000~~ in the ~~aggregate~~Proxy Statement.

Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for the Company and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses.


For	Against	Abstained	Broker Non-Votes
49,472,023	2,569,923	60,871	1,277,018

~~The~~4. ~~foregoing~~To ~~description~~hold ofan ~~the~~advisory ~~Amendment~~(non-binding) ~~does~~vote ~~not~~on ~~purport to be complete and is qualified in its entirety by reference to~~ the ~~full~~frequency ~~text~~ of the ~~Amendment, which~~advisory isstockholder ~~filed~~vote ason ~~Exhibit~~the ~~10.1~~compensation ~~hereto~~paid ~~and~~to ~~incorporated~~our ~~herein~~named byexecutive ~~reference~~officers.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


One Year	Two Year	Three Year	Abstain	Broker Non-Votes
6,244,596	1,270	45,856,711	240	1,277,018

~~The~~Consistent ~~information~~with ~~set~~the ~~forth~~greatest innumber ~~Item 1~~of votes cast with respect to Proposal No.01 4 above, the Company’s Board of Directors ~~this~~has ~~Current~~determined ~~Report~~that the Company will hold an advisory vote on ~~Form~~the ~~8-K~~compensation isof ~~incorporated~~its bynamed ~~reference~~executive ~~into~~officers ~~this~~every ~~Item~~three years until the next advisory vote on the frequency of stockholder votes on the compensation payable to the Company’s named executive officers is required pursuant to Section 214A of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
Exhibit 10.1		Fifth Amendment to Amended and Restated Loan and Security Agreement, dated as of May 22, 2017, by and among NCI, Inc., NCI Information Systems, Incorporated and AdvanceMed Corporation, as borrowers, the several banks and other financial institutions from time to time party thereto, as lenders, and Suntrust Bank, in its capacity as administrative agent for the lenders, as issuing bank and as swingline lender.

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 ~~thereunto~~hereunto duly authorized.


NCI, Inc.

By:		/s/ Lucas J. Narel
		Lucas J. Narel
		Executive Vice President, Chief Financial Officer, and Treasurer

Date: ~~May 25~~June 19, 2017

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