DEFA14A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
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the Securities Exchange Act of 1934 (Amendment No.           )
 
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Kratos Defense & Security Solutions, Inc.
 
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May 9, 2016
 
 
 
 
Re:
 
Kratos Defense & Security Solutions, Inc.’s (“Kratos”) 2016 Annual Meeting of Stockholders - May 19, 2016 - Proposal 3, Advisory Vote to Approve the Compensation of our Named Executive Officers (“Say on Pay”)
 
 
 
 
Dear Stockholder:
 
By now you should have received Kratos’ Notice of the 2016 Annual Meeting and Proxy Statement. You can also view our Proxy Statement at http://ir.kratosdefense.com/annual-proxy.cfm.
 
We are writing to request your support at the Annual Meeting by voting in accordance with the recommendations of our Board of Directors on all proposals. In particular, we request your support on Proposal 3, Advisory Vote to Approve the Compensation of our Named Executive Officers (“Say on Pay”).
 
Our Board’s Compensation Committee has made the decision that regarding any future restricted stock unit grants that vest based on a certain Kratos common stock closing price being achieved, the specified Kratos common stock closing price must be sustained for 20 consecutive trading days before a vesting event occurs, subject to the terms of the applicable award agreement. Such sustained closing stock price requirements for future restricted stock unit awards further aligns the interests of our executives and our stockholders.
 
We invite you to read the Proxy Statement for more information regarding the reasons the Board is recommending a vote “FOR” Proposal 3, Advisory Vote to Approve the Compensation of our Named Executive Officers.
 
We appreciate your time and consideration on these matters and ask for your support of the Board’s recommendation.

 
Bridge Point Corporate Centre ▪ 4820 Eastgate Mall ▪ San Diego, CA 92121 ▪ Tel: 858.812.7300 ▪ Fax: 858.812.7301 ▪ www.kratosdefense.com