MANT ManTech International Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

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ManTech International Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MANTECH INTERNATIONAL CORPORATION
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS – SEPTEMBER 7, 2022 (This Proxy is solicited by the Board of Directors of the Company)
The undersigned stockholder of ManTech International Corporation (the “Company”) hereby appoints Kevin M. Phillips, Jeffrey S. Brown and Michael R. Putnam, or any one of them, as his/her true and lawful agents and proxies, each with the full power of substitution, to represent and to vote, as specified in this proxy, all of the shares of Common Stock of the Company that the undersigned stockholder is or would be entitled to vote if present in person at the Special Meeting of Stockholders of ManTech International Corporation to be held at 2251 Corporate Park Drive, Herndon, Virginia 20171, on Wednesday, September 7, 2022 at 11 a.m. (EDT) or at any postponement or adjournment thereof.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES NO PRESENTED BY THIS PROXY WILL THE THE SHARES BOARD BE VOTED    OF REPRESENTED IN DIRECTOR’S THE MANNER    BY RECOMMENDATIONS, THIS DIRECTED PROXY HEREIN WILL .“FOR” BE IF VOTED,    PROPOSAL SUCH IN    DIRECTION ACCORDANCE 1, PROPOSAL IS MADE, WITH 2 AND PROPOSAL 3, AND THIS PROXY AUTHORIZES THE ABOVE DESIGNATED PROXIES TO VOTE IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF TO THE EXTENT AUTHORIZED BY RULE 14a-4(c) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(Continued and to be signed on the reverse side)
1.1 14475

SPECIAL MEETING OF STOCKHOLDERS OF
MANTECH INTERNATIONAL CORPORATION
September 7, 2022
GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card are available at https://investor.mantech.com/special-meeting
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
Please detach and mail in the envelope provided.
00030000303000000000 8 THE BOARD OF DIRECTORS RECOMMENDS A VOTE 090722
“FOR PROPOSAL 1, PROPOSAL 2 AND PROPOSAL 3. x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
Proposal 1. To approve and adopt the Agreement and Plan of FOR AGAINST ABSTAIN Merger, dated as of May 13, 2022, (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Moose Bidco, Inc. (“Parent”), Moose Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and ManTech International Corporation (the “Company”), pursuant to which Merger Sub will merge with and into the Company (the ”Merger”), with the Company surviving the Merger as a wholly owned subsidiary of the Parent.;” Proposal 2. To approve, on a non- binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger, and Proposal 3: To approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, include to solicit additional proxies if there are insufficient votes at the time of Special Meeting to establish a quorum or adopt the Merger Agreement.
Our board of directors has unanimously approved, adopted and declared advisable the Merger Agreement and determined the Merger Agreement and the trans-                actions contemplated by the Merger Agreement, including the Merger, to be advisable and in the best interests of the Company and our stockholders. Our board of directors recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal, and “FOR” the Adjournment Proposal.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING
To indicate change your the new address address on your in the account, address please space check above the . Please box at note right and that THE ENCLOSED RETURN ENVELOPE. changes this method to the . registered name(s) on the account may not be submitted via
Signature of Stockholder                Date:                Signature of Stockholder                Date:                
Note: Please full title sign as such exactly . If the as signer your name is a corporation, or names appear please on sign this full Proxy corporate . When name shares by duly are authorized held jointly, officer, each holder giving should full title sign as such .    When . If signer signing is a as partnership, executor, administrator, please sign in attorney, partnership trustee name or by guardian, authorized please person give.