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~~July 17, 2022

Mandiant, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36067

20-1548921

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

11951 Freedom Drive, 6th Floor

Reston, VA 20190

(Address of principal executive offices, including zip code)

(703) 935-1700

(Registrant’s telephone number, including area code)

Not Applicable

(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 (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))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	MNDT	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company 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 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On ~~June~~July 17, 2022, Mandiant, Inc. (the “Company”) ~~repurchased~~held ~~approximately~~its ~~$451.7~~2022 ~~million~~Annual inMeeting ~~principal amount~~ of ~~its~~Stockholders ~~1.625% Convertible Senior Notes due 2035~~ (the “~~Series~~Annual ~~B Notes~~Meeting”) ~~submitted to the Company for repurchase~~. ~~Under~~At the ~~terms~~Annual ~~of the Series B Notes~~Meeting, ~~holders had~~ the ~~right to require the~~ Company’s tostockholders ~~repurchase~~voted ~~some~~on orfour ~~all~~proposals, each of ~~their~~which ~~Series~~is Bdescribed ~~Notes~~in onmore ~~such~~detail ~~date.~~in Asthe aCompany’s ~~result~~definitive ofproxy ~~this~~statement ~~repurchase,~~filed ~~approximately~~with ~~$8.3~~the ~~million~~Securities inand ~~principal~~Exchange ~~amount~~Commission ofon ~~the~~May ~~Series~~27, ~~B Notes remains outstanding~~2022. The ~~Company~~voting ~~utilized~~results ~~cash~~are onset ~~hand~~forth ~~to repurchase the Series B Notes~~below.

Proposal 1: Election of Class III Directors


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Kevin R. Mandia	164,214,007	2,689,933	82,430	29,479,150
Enrique Salem	147,977,005	18,745,961	263,404	29,479,150

Kevin R. Mandia and Enrique Salem were duly elected as Class III directors of the Company.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm


Votes For	Votes Against	Abstentions	Broker Non-Votes
195,661,266	674,325	129,929	—

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation


Votes For	Votes Against	Abstentions	Broker Non-Votes
85,291,033	80,878,762	816,575	29,479,150

The advisory vote to approve the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2021 was approved.

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
164,092,814	89,431	2,474,191	329,934	29,479,150

The frequency of future advisory votes to approve named executive officer compensation that received the highest number of votes was 1 Year. In accordance with the recommendation of the Company’s Board of Directors and the voting results of the Company’s stockholders, the Company will include a stockholder vote on the compensation of executives in its proxy materials every year until the next stockholder advisory vote on the frequency of holding future advisory votes on named executive officer compensation.

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 hereunto duly authorized.

	MANDIANT, INC.
Date: June 17, 2022	By:	/s/ Richard Meamber
Date: July 8, 2022	By:	/s/ Richard Meamber
		Richard MeamberSenior Vice President, General Counsel and Secretary

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