Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Leidos Holdings, Inc. was held on April 26, 2019. The final results of the stockholders' vote on each of the matters presented for a vote is set forth below.



    The nominees for election to the Board of Directors were elected, each for a
1.  one-year term, based upon the following votes:




                                          Number of Votes
                                                                  Broker
Director Nominee              For        Against     Abstain    Non-Votes
Gregory R. Dahlberg       104,932,968   2,550,769    614,383    10,084,673
David G. Fubini           105,301,877   1,949,203    847,040    10,084,673
Miriam E. John            104,541,044   3,007,151    549,924    10,084,673
Frank Kendall III         105,315,094   2,056,146    726,880    10,084,673
Robert C. Kovarik, Jr.    105,067,286   2,164,954    865,880    10,084,673
Harry M.J. Kraemer, Jr.   103,200,167   4,117,980    779,973    10,084,673
Roger A. Krone            101,927,832   4,959,914   1,210,374   10,084,673
Gary S. May               105,437,324   1,851,816    808,979    10,084,673
Surya N. Mohapatra        105,398,868   1,891,886    807,365    10,084,673
Lawrence C. Nussdorf      105,153,957   2,048,403    895,759    10,084,673
Robert S. Shapard         103,746,784   3,546,368    804,968    10,084,673
Susan M .Stalnecker       105,856,627   1,740,975    500,518    10,084,673
Noel B. Williams          105,517,726   1,998,489    581,905    10,084,673




    The proposal to approve, on a non-binding, advisory basis, the compensation
    of our named executive officers as disclosed in our proxy statement was
2.  approved based upon the following votes:




Votes for approval     101,229,848
Votes against            5,974,682
Abstentions                893,590
Broker non-votes        10,084,673

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    The proposal to ratify the appointment of Deloitte & Touche LLP as our
    independent registered public accounting firm for the fiscal year ending
3.  January 1, 2021 was approved based upon the following votes:




Votes for approval     114,274,227
Votes against            3,699,952
Abstentions                208,614
Broker non-votes                 0




    The proposal to amend the Certificate of Incorporation to eliminate
4.  cumulative voting was approved based upon the following votes:




Votes for approval     100,689,287
Votes against            6,348,367
Abstentions              1,060,466

Broker non-votes 10,084,673






    The proposal to amend the Certificate of Incorporation to eliminate
5.  supermajority voting was approved based upon the following votes:




Votes for approval     105,117,896
Votes against            1,946,712
Abstentions              1,033,513
Broker non-votes        10,084,673






    A stockholder proposal regarding proxy access was not approved based upon
6.  the following votes:




Votes for approval     36,502,240
Votes against          69,817,478
Abstentions             1,778,402
Broker non-votes       10,084,673

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Item 8.01  Other Events
On May 1, 2020, the Board of Directors of Leidos Holdings, Inc. (the "Company")
unanimously approved a reduction in the equity compensation to be provided to
members of the Company's Board of Directors for the 2020 fiscal year.  The
Company's compensation program for directors will be modified, for the current
year only, to eliminate the annual grants of stock options valued at $50,000 per
director.
In lieu of the annual option grants for directors, the Company will contribute
$500,000 to the Leidos Relief Foundation's Keith W. Redding Memorial Fund to
assist Leidos employees impacted by the COVID-19 virus.


Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits. The following exhibits are filed with this report.
              The cover page from this Current Report on Form 8-K, formatted in
Exhibit 104   Inline XBRL.

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