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): June 10 20, 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.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

2251 Corporate Park Drive	Herndon	VA	20171
2251 Corporate Park Drive Herndon, Virginia	20171
(Address of principal executive offices)	(Zip Code)		~~(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~~TradingSymbol(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~~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 (§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 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

~~ManTech~~On ~~held~~June 21, ~~its~~ 2022, ~~Annual~~ManTech ~~Meeting~~International ofCorporation ~~Stockholders~~ (~~Annual Meeting~~ManTech) onannounced ~~June~~that ~~10,~~the ~~2022.~~waiting ~~Holders~~period ofunder ~~Class~~the AHart-Scott-Rodino ~~common~~Antitrust ~~stock~~Improvements ~~were~~Act ~~entitled to cast one vote for each share~~ of ~~Class~~1976, Aas ~~common~~amended ~~stock~~(HSR ~~held~~Act), ~~and~~in ~~holders~~connection ofwith ~~Class~~the Bproposed ~~common~~acquisition ~~stock were entitled to cast ten votes for each share~~ of ~~Class~~ManTech Bby ~~common~~The ~~stock~~Carlyle ~~held,~~Group ~~for each proposal submitted to stockholders at the Annual Meeting~~Inc. ~~For~~(The ~~more~~Carlyle ~~information regarding the following proposals~~Group), ~~see~~expired ~~our~~on ~~definitive proxy statement dated April 29~~June 20, 2022~~, the relevant portions of which are hereby incorporated by reference~~.

~~Proposal~~As 1:previously ~~The~~announced, ~~Company’s~~ManTech ~~stockholders~~entered ~~elected~~into ~~seven~~an Agreement and Plan of Merger (7Merger Agreement) ~~persons~~pursuant to ~~serve~~which asan ~~members~~entity controlled by investment funds managed by The Carlyle Group would acquire ManTech. The expiration of the ~~Board~~HSR ofAct ~~Directors~~waiting ~~until~~period ~~the~~satisfies ~~2023~~a ~~Annual~~condition ~~Meeting~~to ofthe ~~Stockholders~~proposed acquisition. The ~~votes~~proposed ~~regarding~~acquisition ~~this~~remains ~~proposal~~subject ~~were~~to asother ~~follows:~~customary closing conditions specified in the Merger Agreement, including, among others, the adoption of the Merger Agreement by ManTech’s stockholders.

Director Name	For		Withheld		Broker Non-Votes
Kevin M. Phillips		51,653,413		908,536		516,127
Richard L. Armitage		37,248,363		15,313,586		516,127
Mary K. Bush		40,983,404		11,578,545		516,127
Barry G. Campbell		39,102,291		13,459,658		516,127
Richard J. Kerr		45,516,463		7,045,486		516,127
Peter B. LaMontagne		52,456,033		105,916		516,127
Kenneth A. Minihan		50,945,108		1,616,841		516,127

Additional Information and Where to Find It

~~Proposal~~This 2:communication is being made in respect of the proposed transaction involving ManTech and The ~~Company’s~~Carlyle ~~stockholders~~Group. ~~ratified~~A meeting of the ~~appointment~~stockholders of ~~Deloitte~~ManTech &will ~~Touche~~be ~~LLP~~announced toas ~~serve~~promptly as practicable to seek stockholder approval in connection with the ~~Company’s~~proposed ~~independent~~Merger. ~~registered~~ManTech ~~public~~expects ~~accounting~~to ~~firm~~file ~~for~~with the ~~fiscal~~SEC ~~year~~a ~~ending~~proxy ~~December~~statement ~~31,~~and ~~2022~~other relevant documents in connection with the proposed Merger. The ~~votes~~definitive ~~regarding~~proxy ~~this~~statement ~~proposal~~will ~~were~~be assent ~~follows:~~or given to the stockholders of ManTech and will contain important information about the proposed Merger and related matters. STOCKHOLDERS OF MANTECH ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MANTECH AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by ManTech with the SEC at the SEC’s website at www.sec.gov.

For		Against		Abstain		Broker Non-Votes
52,530,585		540,733		6,758		0

ManTech and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of ManTech’s stockholders in connection with the proposed transaction will be set forth in ManTech’s definitive proxy statement for its stockholder meeting at which the proposed transaction will be submitted for approval by ManTech’s stockholders. You may also find additional information about ManTech’s directors and executive officers in ManTech’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2022, and in subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q.

Forward-Looking Statements

This communication contains certain forward-looking statements concerning ManTech and the proposed transaction between ManTech and The Carlyle Group. All statements other than statements of fact, including information concerning future results, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Such forward-looking statements include, but are not limited to, the inability to obtain required regulatory approvals or satisfy other conditions to the closing of the proposed transaction; unexpected costs, liabilities or delays in connection with the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction; the significant transaction costs associated with the proposed transaction and other risks that may imperil the consummation of the proposed transaction, which may result in the transaction not being consummated within the expected time period or at all; negative effects of the announcement, pendency or consummation of the transaction on the market price of ManTech’s common stock or operating results, including as a result of changes in key customer, supplier, employee or other business relationships; the risk of litigation or regulatory actions; the inability of ManTech to retain and hire key personnel; the risk that certain contractual restrictions contained in the business combination agreement during the pendency of the proposed transaction could adversely affect ManTech’s ability to pursue business opportunities or strategic transactions; and failure to maintain ManTech’s relationship with the U.S. government, or the failure to compete effectively for new contract awards or to retain existing U.S. government contracts during the pendency of the transaction.

Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by such forward-looking statements. Given these risks and uncertainties, persons reading this communication are cautioned not to place undue reliance on such forward-looking statements. ManTech assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law.

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: June 21, 2022		MANTECH INTERNATIONAL CORPORATION
Date: June 15, 2022		By:	/s/ Michael R. Putnam
		By:	/s/ Michael R. Putnam
			Michael R. Putnam
		Name:	Michael R. Putnam
			SVP – Corporate & Regulatory Affairs
		Title:	Senior VP - Corporate & Regulatory Affairs

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