Amentum (AMTM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 5, 2025, with stockholders voting on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The company became public in September 2024 via a Reverse Morris Trust transaction, merging Jacobs' CMS business with Legacy Amentum.

• Fiscal 2024 highlights: GAAP revenues grew 7% to $8.4B, pro forma revenues up 4% to $13.9B, pro forma net income of $32M, and pro forma adjusted EBITDA up 7% to $1,052M.

• Key contract wins include a $45B DOE contract, a $592M NAVSEA contract, and a $1.25B UK MOD framework.

Voting matters and shareholder proposals

• Proposals: election of 13 directors, ratification of EY as auditor, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay (board recommends annual).

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and ONE YEAR for say-on-pay frequency.

Board of directors and corporate governance

• Board consists of 13 members, 11 of whom are independent; diverse in skills, gender, and ethnicity.

• Board committees (Audit, Compensation, Nominating & Governance) are fully independent.

• Annual board and committee evaluations, majority voting standard for uncontested director elections, and no poison pill in effect.

• Lead Independent Director and Executive Chair structure; succession planning and talent reviews are conducted annually.

• Stockholder recommendations for director nominees are accepted; orientation and continuing education provided for directors.