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)

~~May~~July 529, 2025

_____________________________________

HUNTINGTON INGALLS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

_____________________________________

Delaware

001-34910

90-0607005

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4101 Washington Avenue

Newport News, Virginia 23607

(Address of principal executive offices) (Zip Code)

(757) 380-2000

(Registrant’s telephone number, including area code)

(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

Common Stock

HII

New York Stock Exchange

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 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 5.0302. ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year~~Certain Officers.

AsOn ~~disclosed~~July in29, ~~our Proxy Statement~~2025, the Board of Directors of ~~the~~Huntington ~~Company~~Ingalls ~~approved~~Industries, ~~amendments~~Inc. (the ~~"Amendments") to the~~ “Company~~'s Restated Certificate of Incorporation (the "Certificate of Incorporation"~~”) ~~to:~~elected ~~(1)~~Nick ~~provide~~L. ~~for~~Stanage ~~the elimination of personal liability of certain officers for monetary damages for breach of certain fiduciary duties as an officer,~~ to the ~~extent~~Board ~~permitted by the Delaware General Corporation Law ("DGCL"), and (2) conform Article Twelfth~~ of ~~the~~Directors ~~Certificate~~effective ofJuly ~~Incorporation with the special meeting bylaw provision under the Company's Restated Bylaws~~29, ~~in each case, subject to stockholder approval at the~~ 2025 ~~Annual Meeting~~.

AtMr. ~~the~~Stanage ~~2025~~is ~~Annual~~the ~~Meeting~~former Chairman, ~~stockholders~~Chief ~~considered~~Executive Officer, and ~~approved~~President ~~the~~of ~~Amendments.~~Hexcel ~~The~~Corporation, ~~Company~~a ~~has~~manufacturer ~~filed~~of ~~with~~advanced composites for the ~~Secretary~~aerospace ofand ~~State~~defense ofand ~~Delaware~~other aindustries. He ~~certificate~~joined ofHexcel ~~amendment~~as ~~that~~its ~~reflects~~President ~~the~~in ~~Amendments~~November 2009, ~~which~~ was ~~effective~~named ~~upon~~Hexcel’s ~~filing.~~Chief ~~Following~~Operating Officer in May 2012, and assumed the ~~filing~~role of Chief Executive Officer in August 2013. Mr. Stanage retired as President and Chief Executive Officer in May 2024 and assumed the ~~certificate~~role of ~~amendment~~Executive Chairman through November 2024. Prior to joining Hexcel, ~~the~~Mr. ~~Company~~Stanage ~~filed~~served ~~with~~as President of the ~~Secretary~~Heavy Vehicle Products group at Dana Holding Corporation from December 2005 to October 2009 and as Vice President and General Manager of ~~State~~the Commercial Vehicle Group from August 2005 to December 2004. From 1986 to 2005, he held various roles of ~~Delaware~~increasing aresponsibility ~~Restated~~at ~~Certificate~~Honeywell Inc. The Board of ~~Incorporation~~Directors ~~that~~appointed ~~reflects~~Mr. Stanage to the ~~Amendments,~~Audit ~~which~~Committee ~~became~~and ~~effective~~the ~~upon~~Governance ~~filing~~and Policy Committee.

OnMr. ~~April~~Stanage ~~30,~~is ~~2025,~~entitled ~~the Board of Directors considered and approved amendments~~ to ~~the~~receive ~~Company's~~an ~~restated~~annual ~~Bylaws~~cash toretainer ~~reflect~~of ~~recent changes to the DGCL~~$120,000 ~~emerging~~per ~~practices,~~year ~~clarify information~~ and ~~other~~additional ~~requirements,~~retainers ~~clarify~~of ~~certain provisions relating to indemnification~~$25,000 and ~~make~~$20,000 ~~certain~~for ~~other~~his ~~changes. The~~service ~~amendments~~on ~~provide a later deadline for~~ the ~~Company’s~~Audit ~~receipt of stockholder nominations for director (other than proxy access candidates)~~ and ~~stockholder~~Governance ~~proposals (other than proposals under Rule 14a-8 under the Securities~~ and ~~Exchange~~Policy ~~Act~~Committees, ~~of 1934)~~respectively. ~~For~~ ~~the~~In ~~2026 annual meeting of stockholders~~addition, ~~the~~he ~~deadline~~will ~~for~~receive ~~those~~an ~~nominations~~annual ~~and~~equity ~~proposals~~grant isof ~~January 30~~$165,000 ~~2026,~~in ~~and~~deferred ~~stockholders~~stock ~~must~~units ~~comply~~to ~~with~~be ~~the~~paid ~~provisions~~at of the ~~Restated~~conclusion ~~Bylaws,~~of ashis ~~amended~~board service. ~~The~~His ~~Restated~~retainer ~~Bylaws~~fees ~~were~~and ~~effective~~equity ~~upon~~grant ~~adoption~~will bybe ~~the~~prorated ~~Board~~for ~~of Directors~~2025.

~~Copies~~On ofJuly ~~the~~29, ~~Restated~~2025, ~~Certificate~~the Board of ~~Incorporation~~Directors ~~and~~also ~~Restated~~approved ~~Bylaws~~an ~~are~~increase ~~filed~~in asthe ~~Exhibit~~size ~~3.1~~of ~~and~~the ~~Exhibit~~Board ~~3.2~~from totwelve ~~this~~members ~~Report,~~to ~~respectively~~thirteen members.

~~Item~~A ~~5.07.~~copy ~~Submission~~ of ~~Matters~~the topress arelease ~~Vote~~announcing the election of ~~Security~~Mr. ~~Holders~~Stanage is attached hereto as Exhibit 99.1 and is incorporate herein by reference.

On April 30, 2025, Huntington Ingalls Industries, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.

Item 1 - Election of Directors

Votes regarding the election of 12 directors, for terms ending in 2026, were as follows:

Name	For	Against	Abstentions	Broker Non-Votes
Augustus L. Collins	31,465,020	126,410	33,699	3,377,153
Leo P. Denault	31,463,726	88,711	72,692	3,377,153
Kirkland H. Donald	30,769,661	826,399	29,069	3,377,153
Craig S. Faller	31,434,035	119,424	71,670	3,377,153
Victoria D. Harker	30,148,203	1,444,874	32,052	3,377,153
Frank R. Jimenez	31,112,644	416,753	95,732	3,377,153
Christopher D. Kastner	31,431,002	165,894	28,233	3,377,153
Anastasia D. Kelly	30,104,722	1,464,496	55,911	3,377,153
Tracy B. McKibben	31,221,651	344,301	59,177	3,377,153
Stephanie L. O'Sullivan	31,466,262	86,067	72,800	3,377,153
Thomas C. Schievelbein	30,318,052	1,277,988	29,089	3,377,153
John K. Welch	27,767,053	3,828,850	29,226	3,377,153

Item 2 - Proposal to Approve the Company’s Executive Compensation on an Advisory Basis

Votes on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers were as follows:

For						Against						Abstentions						Broker Non-Votes
30,456,940						1,033,988						134,201						3,377,153

Item 3 - Proposal to Ratify the Appointment of the Company's Independent Auditor

Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2025 were as follows:

For						Against						Abstentions						Broker Non-Votes
34,005,499						926,236						70,547						—

Item 4 - Proposal to Eliminate the Personal Liability of Officers for Monetary Damages for Breach of Certain Fiduciary Duties as Permitted by Delaware Law

Votes on a proposal to eliminate the personal liability of officers for monetary damages for breach of certain fiduciary duties as permitted by Delaware law were as follows:

For						Against						Abstentions						Broker Non-Votes
26,048,680						5,516,618						59,831						3,377,153

Item 5 – Proposal to Amend Restated Certificate of Incorporation to Conform with Special Meeting Bylaw

Votes on a proposal to amend the Company's Restated Certificate of Incorporation to conform with the Company's special meeting bylaw were as follows:

For						Against						Abstentions						Broker Non-Votes
31,294,405						273,517						57,207						3,377,153


Item 9.01.			Financial Statements and Exhibits.
(d)			Exhibits.

Exhibit No.						Description
3.1						Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., as amended April 30, 2025
99.1						Press Release ("Nick Stanage Joins HII Board of Directors")
3.2						Restated Bylaws of Huntington Ingalls Industries, Inc., as amended April 30, 2025
104						Cover Page Interactive Data File (embedded within 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.

HUNTINGTON INGALLS INDUSTRIES, INC.

May 5, 2025

By:

/s/ Tiffany M. King

July 29, 2025

By:

/s/ Tiffany M. King

Tiffany M. King

Corporate Vice President, Associate General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No.						Description
3.1						Restated Certificate of Incorporation of Huntington Ingalls Industries, Inc., as amended April 30, 2025
99.1						Press Release ("Nick Stanage Joins HII Board of Directors")
3.2						Restated Bylaws of Huntington Ingalls Industries, Inc., as amended April 30, 2025
104						Cover Page Interactive Data File (embedded within Inline XBRL document)

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