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): September 714, 2022

ManTech International Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-49604	22-1852179
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2251 Corporate Park Drive

Herndon, Virginia

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 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~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

OnThis ~~September 7,~~Current ~~2022,~~Report ~~ManTech~~on ~~International~~Form ~~Corporation~~8-K ~~(the~~is ~~“Company”)~~being ~~held~~filed ain ~~special~~connection ~~meeting~~with ofthe ~~its~~completion ~~stockholders~~on September 14, 2022 (the “~~Special~~Closing ~~Meeting~~Date”) ~~at which stockholders~~ of the ~~Company~~transactions ~~(i) approved~~contemplated ~~and~~by ~~adopted~~that ~~the~~certain Agreement and Plan of Merger, dated as of May 13, 2022 (~~as it may be amended from time to time,~~ the “Merger Agreement”), by and among ManTech International Corporation, a Delaware corporation (the “Company”), Moose Bidco, Inc., a Delaware corporation (“Parent”), and Moose Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), ~~under~~pursuant to which Merger Sub ~~will~~merged ~~merge~~ with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent ~~and (ii) approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger~~.

AsItem of the close of business on July 29, 2022, the record date for the Special Meeting, 39,382,197 shares of the Company’s Class A Common Stock, par value $0.01 per share, of the Company (“Class A Common Stock”) and 1~~,586,695 shares of the Company’s Class B Common Stock, par value $0~~.0102 ~~per~~Termination ~~share,~~ of the Company (“Class B Common Stock” and together with Class A Common Stock, “Company Common Stock”) were outstanding and entitled to vote. Each holder of Class A Common Stock is entitled to one vote on each matter submitted to a ~~vote~~Material atDefinitive the Special Meeting for each share of Class A Common Stock that the stockholder owned as of the record date and each holder of Class B Common Stock is entitled to 10 votes on each matter submitted to a vote at the Special Meeting for each share of Class B Common Stock that the stockholder owned as of the record dateAgreement. A total of 32,890,485 shares of Class A Common Stock and 1,586,695 shares of Class B Common Stock were voted in person or by proxy, representing approximately 88.25% of the total voting power of the shares of Company Common Stock entitled to be voted, which constituted a quorum to conduct business at the Special Meeting.

~~The~~On ~~following~~the ~~are~~Closing Date, in connection with the ~~final~~completion ~~voting~~of ~~results~~the onMerger, ~~proposals~~the ~~considered~~Company terminated that certain Third Amended and ~~voted~~Restated ~~upon~~Credit atAgreement, dated as of July 20, 2021 (as amended, supplemented or otherwise modified prior to the ~~Special~~Closing ~~Meeting~~Date, ~~all~~the of“Credit ~~which~~Agreement”), ~~are~~by ~~described~~and inamong the Company’s, ~~definitive~~the ~~proxy~~lenders ~~statement~~from ~~filed~~time ~~with~~to time party thereto (the ~~Securities~~“Lenders”) and ~~Exchange~~Bank ~~Commission~~of onAmerica, ~~August 4~~N.A., ~~2022~~as administrative agent for the Lenders and as letter of credit issuer. In connection with such termination, the Company caused to be repaid in full (or, in the case of certain outstanding letters of credit, cash collateralized) all indebtedness, liabilities and other obligations under the Credit Agreement.

~~Each~~Item of2.01. ~~the~~Completion ~~proposals~~of ~~was~~Acquisition ~~approved~~or byDisposition ~~the requisite vote~~ of ~~the Company’s stockholders~~Assets.

~~Proposal~~The 1:information Toset ~~approve~~forth ~~and~~in ~~adopt~~ the ~~Merger~~Introductory ~~Agreement~~Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

For		Against		Abstain
48,687,164		3,763		66,508

Pursuant to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each of the Company’s issued and outstanding shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”) and Class B common stock, par value $0.01 per share (“Class B Common Stock” and together with Class A Common Stock, “Company Common Stock”), were converted automatically at the Effective Time into the right to receive an amount in cash equal to $96.00, without interest and less any applicable withholding taxes (the “Merger Consideration”), other than shares of Company Common Stock owned by Parent, Merger Sub or the Company (as treasury stock or otherwise) or any of their respective wholly owned subsidiaries.

~~Proposal~~Pursuant 2:to Tothe ~~vote~~Merger onAgreement, (i) each option to purchase shares of Company Common Stock (a ~~proposal~~“Company Option”) having a per share exercise price less than the Merger Consideration that was outstanding and unexercised immediately prior to ~~approve,~~the onEffective Time (whether or not vested or exercisable) was fully vested and cancelled and converted into the right to receive a cash payment in an amount equal to the product of (1) ~~non-binding~~the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, multiplied by (2) ~~advisory~~the ~~basis,~~excess of the ~~compensation~~Merger ~~that~~Consideration ~~may~~over bethe ~~paid~~per share exercise price of such Company Option; and (ii) each restricted stock or ~~become~~restricted ~~payable~~stock tounit ~~our~~award ~~named~~granted ~~executive~~by ~~officers~~the Company in respect of shares of Company Common Stock (a “Company Share Award”) that iswas ~~based~~outstanding onimmediately prior to the Effective Time (whether or ~~otherwise~~not ~~relates~~vested) was fully vested, free of restrictions and cancelled and converted automatically into the right to receive a cash payment equal to the product of (1) the number of shares of Company Common Stock subject to such Company Share Award as of the Effective Time, multiplied by (2) the Merger Consideration. Any outstanding Company Option with an exercise price per share equal to or greater than the Merger Consideration was cancelled at the Effective Time without any cash payment or other consideration being made in respect of such Company Option.

For		Against		Abstain
32,541,254		15,807,853		408,328

The total cash consideration paid to equityholders of the Company pursuant to the Merger Agreement was approximately $3.99 billion.

~~Since~~The ~~there~~foregoing ~~were~~description ~~sufficient~~of ~~votes at~~ the ~~Special~~Merger ~~Meeting to adopt~~ and ~~approve~~ the Merger Agreement, ~~stockholders~~and of the ~~Company~~related ~~were~~transactions contemplated thereby, does not ~~asked~~purport to ~~vote~~be ~~with~~complete ~~respect~~and tois ~~the~~subject ~~proposal~~ to, ~~adjourn~~and ~~the~~qualified ~~Special~~in ~~Meeting~~its ~~from~~entirety ~~time~~by reference to, ~~time~~the tofull atext ~~later~~of ~~date~~the orMerger ~~time,~~Agreement ifwhich ~~necessary~~is orattached ~~appropriate,~~as Exhibit 2.1 to ~~solicit~~the ~~additional~~Company’s ~~proxies~~Current toReport ~~vote~~on inForm ~~favor~~8-K offiled with the ~~proposal~~Securities toand ~~adopt~~Exchange Commission (the ~~Merger~~“SEC”) ~~Agreement~~on May 16, 2022 and incorporated herein by reference into this Item 2.01.

~~Because~~A ~~none~~copy of the ~~proposals~~press ~~before~~release issued by the ~~Special~~Company ~~Meeting~~on ~~were~~the ~~“routine”~~Closing ~~matters,~~Date ~~there~~announcing ~~were~~the nocompletion ~~broker~~of ~~non-votes~~the ~~occurring~~Merger inis ~~connection~~filed ~~with~~herewith ~~these~~as ~~proposals~~Exhibit at99.1 ~~the~~and ~~Special~~is ~~Meeting~~incorporated by reference into this Item 2.01.

~~Subject~~Item to3.01. ~~the~~Notice ~~satisfaction or waiver~~ of ~~all~~Delisting ofor ~~the~~Failure ~~conditions~~ to ~~the~~Satisfy ~~closing~~a ofContinued ~~the~~Listing ~~Merger~~Rule inor ~~the~~Standard; ~~Merger~~Transfer ~~Agreement, the Merger is expected to be completed during the week~~ of ~~September 12, 2022~~Listing.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

On the Closing Date, in connection with the closing of the Merger, the Company notified the Nasdaq Global Select Market (“Nasdaq”) that the Merger had been consummated and requested that the trading of its Class A Common Stock on Nasdaq be suspended and that the listing of its shares on Nasdaq be withdrawn. The trading in shares of Class A Common Stock on Nasdaq was halted prior to the opening of trading on the Closing Date. The Company requested Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the shares of Class A Common Stock from Nasdaq and the deregistration of the shares of Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 suspending the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

The information set forth in the Introductory Note and under Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

In connection with the consummation of the Merger, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), each of Richard L. Armitage, Mary K. Bush, Barry G. Campbell, Richard J. Kerr, Peter B. LaMontagne, Kenneth A. Minihan, and Kevin M. Phillips resigned from his or her respective position as a member of the board of directors of the Company, and any committee thereof, effective as of the Closing (as defined in the Merger Agreement). In accordance with the terms of the Merger Agreement, as of the Closing, Mr. Kevin M. Phillips and Mr. Matthew Tait became and constitute the only directors of the Company, and such directors shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the surviving corporation.

As of the Closing, Messrs. Phillips and Tait became and constitute the only officers of the surviving corporation, and such officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the surviving corporation.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

At the Effective Time, the Company’s Third Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws were amended and restated in their entirety, each in accordance with the terms of the Merger Agreement.

Copies of the Fourth Amended and Restated Certificate of Incorporation of the Company and the Fourth Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated herein by reference.

Item 8.01.

Other Events.

~~Special~~On ~~Meeting~~September ~~Voting~~14, ~~Results~~2022, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

On September 7, 2022, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1		Press Release of ManTech International Corporation, dated September 7, 2022.
ExhibitNo.		Description of Exhibit
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
2.1		Agreement and Plan of Merger, dated as of May 13, 2022, by and among Moose Bidco, Inc., Moose Merger Sub, Inc. and ManTech International Corporation. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on May 16, 2022).
3.1		Fourth Amended and Restated Certificate of Incorporation of ManTech International Corporation.
3.2		Fourth Amended and Restated Bylaws of ManTech International Corporation.
99.1		Press Release of ManTech International Corporation dated September 14, 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: September 8, 2022

/s/ Michael R. Putnam

Date: September 14, 2022

/s/ Michael R. Putnam

Michael R. Putnam

SVP – Corporate & Regulatory Affairs

SVP - Corporate & Regulatory Affairs

Filing Compare · MANTECH INTERNATIONAL CORP