Huntington Ingalls Industries (HII) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 30, 2025, to be held virtually, with voting on key proposals including director elections, executive compensation, auditor ratification, officer liability limitation, and a charter amendment on special meetings.

• 2024 saw record revenues of $11.5 billion, over $12 billion in new contract awards, and $368 million returned to shareholders via dividends and buybacks.

• The company faced labor, supply chain, and inflation challenges but delivered major shipbuilding and technology milestones.

Voting matters and shareholder proposals

• Election of 12 directors for one-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Proposal to eliminate personal liability of certain officers for monetary damages as permitted by Delaware law.

• Proposal to amend the certificate of incorporation to align with the special meeting bylaw, allowing holders of at least 20% of voting power to call special meetings.

Board of directors and corporate governance

• Board consists of 12 nominees, 92% independent, with diverse backgrounds in leadership, finance, military, legal, and technology.

• All standing committees are composed of independent directors; non-executive chairman structure maintained.

• Board committees include Audit, Compensation, Cybersecurity, Finance, and Governance and Policy, each with defined oversight roles.

• Annual board and committee evaluations, director education, and robust nomination and retirement policies in place.