Huntington Ingalls Industries, Inc. (HII)
NYSE: HII · Real-Time Price · USD
364.87
+2.69 (0.74%)
Apr 30, 2026, 11:23 AM EDT - Market open
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AGM 2026

Apr 29, 2026

Operator

Hello, and welcome to the Annual Meeting of Stockholders of Huntington Ingalls Industries. Please note that today's meeting is being recorded. During the meeting, we'll have two question-and-answer sessions. You can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Admiral Kirkland Donald, Chairman, Huntington Ingalls Industries. Admiral Donald, the floor is yours.

Admiral Kirkland Donald
Chairman of the Board, Huntington Ingalls Industries

Thank you. Good morning, ladies and gentlemen. Thank you for joining us today for our virtual 2026 Annual Meeting of Stockholders. I'm Kirk Donald, Chairman of the Board of Directors of Huntington Ingalls Industries, Inc. On behalf of our Board of Directors, welcome to our meeting. I will serve as chair of this meeting and would now like to call the meeting to order. It is April 29th at 11:01 A.M., and the polls for voting are currently open. Before turning to the business portion of today's meeting, I would like to recognize Chris Kastner, President and Chief Executive Officer of the company, and the other nominees for the Board of Directors who are joining us virtually today: Leon Collins, Leo Denault, Craig Faller, Victoria Harker, Frank Jimenez, Tracy McKibben, Stephanie O'Sullivan, Tom Schievelbein, and Nick Stanage.

All of the nominees are currently members of the board of directors. They have consented to serve if elected, and their names and short bios appear in the proxy statement for this meeting. I would also like to thank our board members who did not stand for re-election at today's meeting. Anastasia Kelly, who is retiring after serving on our board since our spin-off in 2011, and John Welch, who has served as a director since 2015. Both Stasia and John have been invaluable to their fellow board members and to the management of the company. We thank them for their service, wish them well, fair winds, and following seas. I now invite Chris to recognize the executive management team.

Chris Kastner
President and CEO, Huntington Ingalls Industries

Thank you, Kirk. I would like to recognize the members of our executive management team, all of whom are participating in this annual meeting virtually. Tom Stiehle, Executive Vice President and Chief Financial Officer. Brian Blanchette, Executive Vice President and President, Ingalls Shipbuilding. Chad Boudreaux, Executive Vice President and Chief Legal Officer. Eric Chewning, Executive Vice President, Marine, Maritime Systems, and Corporate Strategy. Andy Green, Executive Vice President and President, Mission Technologies. Paul Harris, Executive Vice President and Chief Sustainability and Compliance Officer. Brooke Hart, Executive Vice President, Communications. Stewart Holmes, Executive Vice President, Government and Customer Relations. Edmund Hughes, Executive Vice President and Chief Human Resources Officer. Chris Soong, Executive Vice President and Chief Information Officer. Nick Thomas, Corporate Vice President, Business Operations. Kari Wilkinson, Executive Vice President and President, Newport News Shipbuilding. I will now turn the meeting back over to you, Kirk.

Admiral Kirkland Donald
Chairman of the Board, Huntington Ingalls Industries

Thank you, Chris. Meeting will follow the order of business, and we will vote on the proposals presented to the stockholders as described in our proxy statement. The order of business and rules of conduct are available on our virtual meeting website. We ask that each of you abide by the order of business and the rules of conduct to facilitate an orderly meeting and completion of the business items on today's agenda. We will have two question and answer periods, one for the proposals on which stockholders are voting at this meeting, and a second for general matters related to HII. Questions must be submitted through the meeting website. If you wish to submit a question and have not done so prior to the meeting, you may do so now.

In the unlikely event that we experience technical challenges causing us to lose our audio or webcast connection, the meeting will be adjourned and reconvened at 1:00 P.M. Eastern Daylight Time today at the company's headquarters in Newport News, Virginia, for the sole purpose of accepting ballots submitted by email and closing the polls. In the event of such an adjournment, stockholders and proxy holders can email ocs@hii-co.com to request a ballot. To be counted, ballots submitted by email must be transmitted to this email address before 1:00 P.M. Eastern Daylight Time. Information regarding the adjournment and reconvening of the meeting will, if possible, be displayed on the annual meeting website and our investor relations website. Our board of directors fixed March 5th, 2026 as the record date for determining the stockholders of record who are entitled to receive notice of and who may vote at this meeting.

Computershare Trust Company has been appointed the inspector of election for this meeting. Tiffany King, Corporate Vice President, Associate General Counsel, and Secretary is the secretary for the meeting. Tiffany, will you please give the secretary's report?

Tiffany King
Corporate Vice President, Associate General Counsel, and Secretary, Huntington Ingalls Industries

Thank you, Kirk. Each stockholder of record as of the record date has been given proper notice of this meeting and has been furnished with a written copy of or was provided electronic access to the proxy statement dated March 20, 2026, a proxy card, and the 2025 annual report. Affidavits related to the mailing and electronic availability of the notice, annual report, and proxy statement will be filed with the records of this meeting. The holders of our common stock are entitled to 1 vote per share. The total number of shares outstanding and entitled to vote at the close of business on the March 5, 2026 record date was 39,377,171 shares of common stock.

I am able to report that the shares represented at this meeting represent a majority of the shares entitled to vote and that a quorum is present. If there is any stockholder participating in this meeting who hasn't voted and would like to vote, or if you would like to change your vote, please submit your vote now on the meeting website. I will turn the meeting back over to our chairman.

Admiral Kirkland Donald
Chairman of the Board, Huntington Ingalls Industries

All stockholders participating in this virtual meeting have been able to cast their vote since they entered the meeting website. We will now proceed with the final opportunity to vote on the four items of business described in the proxy statement. After we review the items of business and while final voting takes place, there will be a question-and-answer period for the four matters under consideration. If not already done so, please submit your question through the meeting website, and we will respond to the questions during the Q&A period. After the voting and any questions, we will receive the report of the secretary on the voting results, after which the official portion of the meeting will be concluded. We will now present, address any questions, and vote on the items of business set forth in our proxy statement.

The items of business before this meeting for a vote by the stockholders are as follows. First, the election of 11 directors to hold office until the 2027 annual meeting or until their successors are elected and qualified. The nominees and their bios are listed in the proxy statement. Second, the proposal to approve, on an advisory basis, the compensation of the named executive officers. Third, the proposal to ratify the appointment of Deloitte & Touche as the company's independent auditor for the year ending December 31st, 2026. And fourth, a stockholder proposal requesting an annual report on the company's political spending. With respect to the fourth item of business, we have been notified that Mr. John Chevedden will present this proposal. Mr. Chevedden, you may present the proposal as described under the rules of conduct for the meeting.

You have been allotted three minutes to make a statement in support of the proposal, and you may use this time only to address the proposal. You do not need to read the text of the proposal. Operator, please unmute the telephone line for Mr. Chevedden.

John Chevedden
Shareholder Activist, Huntington Ingalls Industries

Hello, this is John Chevedden. Proposal four, avoid brand damage due to corporate political spending. Chevedden requests that Huntington Ingalls provide a report updated annually, disclosing the company's policies and procedures for making contributions to participate in any campaigns on behalf of any candidate for public office or influence the general public with respect to an election. Monetary and non-monetary contributions used in the manner described above, including the identity of the recipient as well as the amount paid to each. The report shall be presented to the board of directors and posted on the company website. This proposal does not include lobbying expenditures. Unfortunately, street name shareholders can only attend this meeting as silent non-shareholders. Long-term shareholders of Huntington Ingalls support transparency and accountability in election spending. The company's reputation, value, and bottom line can be adversely impacted by political spending.

The risk is especially serious when giving to trade associations, super PACs, 527 committees, and social welfare organizations, groups that routinely pass money or spend on behalf of candidates and political causes that a company might not otherwise wish to support. A recent poll of retail shareholders by Mason-Dixon Polling & Strategy found that 82% of respondents said that they would have more confidence investing in companies that have adopted reforms that provide for transparency and accountability in political spending. Huntington Ingalls scored 37% out of a possible score of 100% in the 2025 CPA-Zicklin Index of Corporate Political Disclosure and Accountability. The Center for Political Accountability is more than willing to advise Huntington Ingalls on improving its score at no cost to Huntington Ingalls.

Without knowing the recipients of our company's political dollars, Huntington Ingalls directors, management, and shareholders cannot sufficiently assess whether our company's election-related spending aligns with or conflicts with its policies on climate change and sustainability and other concerns of profitability. Please vote for this timely governance reform. Avoid brand damage due to corporate political spending. Proposal 4.

Admiral Kirkland Donald
Chairman of the Board, Huntington Ingalls Industries

Thank you. Operator, please mute Mr. Chevedden's telephone line. We will now finalize the voting. Proxies solicited on behalf of the board of directors and signed by the stockholders entitled to vote at this meeting have been deposited with the secretary of the meeting. The shares owned by these stockholders have been voted and represented at this meeting through the proxies held by our corporate secretary, Ms. King. These votes have been tallied by the Inspector of Elections. If any stockholder participating in this meeting virtually has a vote they wish to cast, please submit your vote now on the meeting website. While we are voting, we will address questions that have been submitted concerning the proposals on which we are voting. Being that there are no questions, we will complete the voting process.

Ms. King has voted the shares represented by the proxies and have been given to management before this meeting. These votes have been tallied by the Inspector of Elections. The time is 11:12 A.M. I declare that the voting polls are now closed. Any votes that were submitted at this meeting will be included in the final tally once the Inspector of Elections has the opportunity to verify the shares. We have received the preliminary results of the meeting from the Inspector of Elections. Ms. King, please provide the voting results.

Tiffany King
Corporate Vice President, Associate General Counsel, and Secretary, Huntington Ingalls Industries

Thank you, Admiral Donald. Based on the preliminary report of the Inspector of Elections, each of the 11 nominees for director has received more than 86% of the number of shares voted and has been elected to serve until the 2027 annual meeting. The proposal to approve, on an advisory basis, the compensation of our named executive officers received 31,129,918 votes and has passed. The proposal to ratify the appointment of Deloitte & Touche as the company's auditor for 2026 received 34,620,782 votes and has passed. The stockholder proposal requesting an annual report on the company's political spending received 3,556,444 votes, which is just over 11% of the votes cast. That concludes my report.

Admiral Kirkland Donald
Chairman of the Board, Huntington Ingalls Industries

Thank you, Ms. King. This concludes the official portion of the annual meeting. Our stockholders have received copies of our 2025 annual report to stockholders and our proxy statement for this meeting or had access to these documents through the internet, and both were filed with the Securities and Exchange Commission and made available through HII's website. We will not be making a formal presentation about the company, but we will address questions submitted by stockholders through the meeting website. If you have a question, please submit it now on the meeting website.

Chris Kastner
President and CEO, Huntington Ingalls Industries

We do have one question. That is, "Has the conflict in Iran had any material effect on our company?" The answer to that is there's been no direct financial, materially financial impact on the company. I would add, however, though, we're really proud of our products and how they're performing in the conflict, and we support the Navy in all their endeavors over there.

Admiral Kirkland Donald
Chairman of the Board, Huntington Ingalls Industries

There being no further business to come before the meeting, I hereby declare the meeting adjourned. We thank you for your attendance and continued interest in and support of HII. This concludes today's webcast.

Operator

This concludes the meeting. You may now disconnect.

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