Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ¨

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¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to § 240.14a-12

Leidos Holdings, Inc.

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 29, 2015.



Meeting Information



 Meeting Type:          Annual Meeting

LOGO  For holders as of:     March 30, 2015
 Date: May 29, 2015   Time: 9:00 AM local time
 Location:  11951 Freedom Drive
                   Reston, Virginia


You are receiving this communication because you hold shares in the company named above.





M/S: FS2-15-1

RESTON, VA 20190


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.


This notice also constitutes Notice of the 2015 Annual Meeting of Stockholders.



See the reverse side of this notice to obtain proxy materials and voting instructions.


Before You Vote


How to Access the Proxy Materials


  Proxy Materials Available to VIEW or RECEIVE:
How to View Online:
Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:, or scan the QR Barcode below.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request:
                                    1) BY INTERNET:
                                    2) BY TELEPHONE: 1-800-579-1639
                                    3) BY E-MAIL*:

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

Please make the request as instructed above on or before May 17, 2015 to facilitate timely delivery.




How To Vote




Please Choose One of the Following Voting Methods



Vote In Person: All stockholders of record at March 30, 2015 (or holders in street name who have obtained a valid proxy) may vote in person at the meeting. Directions to 11951 Freedom Drive, Reston, Virginia are available at or by calling LEIDOS HOLDINGS, INC. at (571) 526-6000.

Vote By Internet: Go to or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Vote Confirmation: You may confirm that your instructions were received and included in the final tabulation to be issued at the Annual Meeting on May 29, 2015 via the ProxyVote Confirmation link at by using the information that is printed in the box marked by the arrow LOGO .. Vote Confirmation is available 24 hours after your vote is received beginning May 14, 2015, with the final vote tabulation remaining available through July 29, 2015.




Voting Items      



VOTE ON DIRECTORS - The Board of Directors recommends a vote FOR each of the nominees listed below.



1a.    David G. Fubini

1b.    John J. Hamre

1c.    Miriam E. John

1d.    John P. Jumper

1e.    Harry M.J. Kraemer, Jr.

1f.    Roger A. Krone

1g.    Gary S. May

1h.    Lawrence C. Nussdorf

1i.     Robert S. Shapard



1j.     Noel B. Williams



VOTE ON PROPOSAL 2 - The Board of Directors recommends a vote FOR proposal 2.


2. Approve, by an advisory vote, executive compensation.

VOTE ON PROPOSAL 3 - The Board of Directors recommends a vote FOR proposal 3.


3. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2016.

VOTE ON PROPOSAL 4 - The Board of Directors recommends a vote AGAINST proposal 4.


4. Stockholder Proposal regarding independent Board Chair.