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SAIC, Inc. (SAI)

2013 Annual Shareholder Meeting

June 07, 2013 9:00 am ET


Paul E. Levi - Senior Vice President of Investor Relations

John P. Jumper - Chairman, Chief Executive Officer, President, Member of Classified Business Oversight Committee and Member of Ethics & Corporate Responsibility Committee

Douglas E. Scott - Secretary

Mark W. Sopp - Chief Financial Officer and Executive Vice President

Brian F. Keenan - Head of Government, Technical Services and Enterprise Information Technology Business


Paul E. Levi

I would like to welcome all employees, stockholders and other guests to the 2013 Annual Shareholder Meeting. Besides the stockholders participating in person today here at SAIC's Conference Center, we have stockholders listening in from all over the world via audio and webcast.

I would now like to introduce John Jumper, the Chair of SAIC's Board of Directors and Chief Executive Officer.

John P. Jumper

Thank you, Paul. Thank you, everyone. Thank you. Thank you. On behalf of the Board of Directors and SAIC's management team, I'd also like to welcome you to this Annual Meeting of Stockholders, and thank you for your interest in the company and for your interest today. I will be acting as Chair of the meeting. Doug Scott, the company's Corporate Secretary, will act as Secretary. At this time, I'd like to call the Annual Meeting of the Stockholders to order.

It's my pleasure to introduce the other directors who are present here today. And as I call their names, I'll ask them to stand and turn around. France Cordova, France; Jere Drummond, Jere's also the Chair of the Nominating and Corporate Governance Committee; Tommy Frist, who is the Chair of our Finance Committee; John Hamre, who is the Chair of the Classified Business Oversight Committee; Mim John; Anita Jones, who is the Chair of the Ethics and Corporate Responsibility Committee; Harry Kraemer, who is the Chair of the Audit Committee; Larry Nussdorf, who is the Independent Lead Director; and Sandy Sanderson, who is Chair of the Human Resources and Compensation Committee. Thank you all for your service to the company.

Also present from Deloitte & Touche, the company's auditors, is Mike Condro, who will be available for appropriate questions. Thank you, Mike, for standing, later on in the meeting.

Mr. Secretary, was the notice of this meeting properly sent?

Douglas E. Scott

Yes. The notice of meeting, proxy statement and annual report, together with the proxy and voting instruction card, were properly delivered on or about April 26, 2013, to our company's stockholders of record as of April 8, 2013, which was the record date for this meeting. Extra copies of the proxy statement and annual report are available at the information table on the lobby. A list of the stockholders of record as of the record date has been available for inspection for the past 10 days. This list will remain available for inspection during the meeting.

John P. Jumper

At this time, I'd like to introduce Scott Ballenger [ph], who will act as Inspector of Elections for the meeting.

Mr. Secretary, will you report to us on the presence of a quorum?

Douglas E. Scott

Yes, sir. As of April 8, 2013, the record date established for this meeting, there were 342,114,336 shares of the company's common stock outstanding. Holders of common stock are entitled to one vote per share. Federal law requires that the holders of record of a majority and voting interest of the company's shares be present in person or by proxy in order to constitute a quorum at a meeting of stockholders. Prior to the commencement of this meeting, I received proxies or voting instructions representing 78% of the total voting interest of the shares outstanding on the record date. This constitutes the majority of outstanding voting interest, and a quorum is present for the conduct of business.

John P. Jumper

Thank you. The ANnual Meeting of Stockholders is now officially convened. We have 7 matters to consider and to vote on that this meeting: number one, a proposal to elect 10 directors; number two, a proposal to amend the company's Restated Certificate of Incorporation to implement a reverse stock split; number three, a proposal to amend the company's Restated Certificate of Incorporation to change the company's name from SAIC, Inc. to Leidos Holdings, Inc.; number four, a proposal to amend the company's Restated Certificate of Incorporation to decrease the number of required directors; number five, a proposal to amend the company's Certificate of Incorporation to eliminate or reduce supermajority voting requirements; number six, a proposal to approve executive compensation by an advisory vote; and number seven, a proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending January 31, 2014.

Your board is recommending that you vote in favor of each of these proposals. A description of each item, your board's recommendations and its rationale for the recommendations are all set forth in detail in the proxy statement. As is our usual practice, there will be time for discussion of each proposal after it's been formally presented.

If you have a comment or question concerning one of the proposals, please come up to one of the microphones during the discussion period for that proposal, state your name and indicate whether you're a stockholder or a proxy holder.

Proposal #1, the election of directors. First item to be voted on is the proposal to elect 10 directors to serve for 1 year term, ending in 2014. The nominees are France Cordova, Jere Drummond, Tommy Frist, John Hamre, Mim John, Anita Jones, John Jumper, Harry Kraemer, Larry Nussdorf and Sandy Sanderson. Is there any discussion on this proposal?

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