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

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Definitive Proxy Statement

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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 12, 2017.





Meeting Information


Meeting Type:            Annual Meeting


For holders as of:     March 13, 2017


Date:    May 12, 2017    Time:     9:00 AM Local Time


Location:    700 N. Frederick Avenue


                     Gaithersburg, Maryland 20879





M/S: FS2-15-1

RESTON, VA 20190



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



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.


      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:


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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 April 30, 2017 to facilitate timely delivery.




How To Vote  


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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


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.



You may confirm that your instructions were received and included in the final tabulation to be issued at the Annual Meeting on May 12, 2017 via the ProxyVote Confirmation link at by using the information that is printed in the box marked by the arrow LOGO (located on the following page). Vote Confirmation is available 24 hours after your vote is received beginning April 27, 2017, with the final vote tabulation remaining available through July 12, 2017.



                Voting Items                    

VOTE ON DIRECTORS - The Board of Directors

recommends a vote FOR each of the nominees

listed below.


1. Nominees:


  1a. Gregory R. Dahlberg


  1b. David G. Fubini


  1c. Miriam E. John


  1d. John P. Jumper


  1e. Harry M.J. Kraemer, Jr.


  1f. Roger A. Krone


  1g. Gary S. May


  1h. Surya N. Mohapatra


  1i. Lawrence C. Nussdorf


  1j. Robert S. Shapard


  1k. Susan M. Stalnecker


  1l. Noel B. Williams

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



Approve, by an advisory vote, executive compensation.


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



Approve, by an advisory vote, the frequency of the advisory vote on executive compensation.


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



Approve our amended and restated 2006 Employee Stock Purchase Plan.


VOTE ON PROPOSAL 5 - The Board of Directors recommends a vote FOR proposal 5.



Approve our 2017 Omnibus Incentive Plan.


VOTE ON PROPOSAL 6 - The Board of Directors recommends a vote FOR proposal 6.



The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2017.