Huntington Ingalls Industries AGM: Directors Reelected, Say-on-Pay Passes, Political Spending Plan Fails

Key Points

• All 11 board nominees were reelected, each receiving more than 86% of the votes and will serve until the 2027 annual meeting.
• The advisory say-on-pay vote passed (with 31,129,918 votes) and shareholders also ratified Deloitte & Touche as auditor for 2026 (with 34,620,782 votes).
• A shareholder proposal requiring an annual report on the company’s political spending failed, receiving just over 11% of votes cast (3,556,444 votes) despite advocacy from activist John Chevedden.

Huntington Ingalls Industries NYSE: HII held its virtual 2026 Annual Meeting of Stockholders on April 29, with Chairman Admiral Kirkland Donald presiding and company leadership providing a brief update while stockholders voted on four proposals.

Donald opened the meeting by recognizing President and CEO Chris Kastner and the board’s director nominees participating virtually: Leon Collins, Leo Denault, Craig Faller, Victoria Harker, Frank Jimenez, Tracy McKibben, Stephanie O'Sullivan, Tom Schievelbein, and Nick Stanage. Donald also thanked retiring directors Anastasia Kelly, who served on the board since the company’s 2011 spin-off, and John Welch, who joined the board in 2015.

Quorum and voting procedures

Corporate Vice President, Associate General Counsel, and Secretary Tiffany King reported that stockholders of record as of March 5, 2026, received notice of the meeting and access to the proxy materials dated March 20, 2026, as well as the company’s 2025 annual report. King said the company had 39,377,171 shares of common stock outstanding and entitled to vote as of the record date, and that a quorum was present.

The meeting included votes on four proposals, as outlined in the proxy statement:

• Election of 11 directors
• Advisory vote to approve executive compensation for the named executive officers
• Ratification of Deloitte & Touche as independent auditor for the year ending Dec. 31, 2026
• A stockholder proposal requesting an annual report on the company’s political spending

Stockholder proposal on political spending disclosure

Shareholder activist John Chevedden presented the fourth proposal, requesting that the company provide a report, updated annually, disclosing policies and procedures for election-related contributions and spending, including monetary and non-monetary contributions, recipients, and amounts. Chevedden said the report should be presented to the board and posted on the company’s website, and noted the proposal would not include lobbying expenditures.

Chevedden argued that political spending could create reputational and financial risk, particularly when routed through entities such as “trade associations, super PACs, 527 committees, and social welfare organizations.” He also cited a Mason-Dixon Polling & Strategy survey of retail shareholders in which he said 82% indicated they would have more confidence investing in companies with transparency and accountability measures for political spending. Chevedden added that Huntington Ingalls scored 37 out of 100 in the 2025 CPA-Zicklin Index of Corporate Political Disclosure and Accountability, and said the Center for Political Accountability could advise the company “at no cost.”

Voting results

After polls closed at 11:12 a.m., King provided preliminary results from the inspector of elections.

According to King:

• All 11 director nominees received more than 86% of the shares voted and were elected to serve until the 2027 annual meeting.
• The advisory vote on executive compensation received 31,129,918 votes and passed.
• Ratification of Deloitte & Touche as auditor for 2026 received 34,620,782 votes and passed.
• The political spending report proposal received 3,556,444 votes, described as just over 11% of votes cast.

Management Q&A: Iran conflict

Following the official portion of the meeting, Kastner answered a stockholder question asking whether the conflict in Iran had any material effect on the company. Kastner said there had been “no direct financial, materially financial impact on the company,” adding that the company was “really proud of our products and how they're performing in the conflict” and that it supports the Navy “in all their endeavors over there.”

The meeting was adjourned after the Q&A session concluded.

About Huntington Ingalls Industries NYSE: HII

Huntington Ingalls Industries NYSE: HII is America's largest military shipbuilding company and a leading provider of professional services to the U.S. government. Headquartered in Newport News, Virginia, HII designs, constructs and maintains nuclear-powered aircraft carriers, submarines and other complex vessels for the U.S. Navy. The company's products include nuclear aircraft carriers, Virginia-class and Columbia-class submarines, as well as amphibious assault ships, destroyers and cutters.

Established in 2011 as a spin-off from Northrop Grumman's shipbuilding operations, HII traces its heritage to two historic builders: Newport News Shipbuilding, founded in the 19th century, and Ingalls Shipbuilding, founded in 1938.

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