Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2014

 

 

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32833   41-2101738

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1301 East 9th Street, Suite 3000, Cleveland, Ohio   44114
(Address of principal executive offices)   (Zip Code)

(216) 706-2960

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

On March 4, 2014, the Company conducted its Annual Meeting of Stockholders. At the meeting, Messrs. Sean P. Hennessy, Douglas Peacock and John Staer were re-elected as directors of the Company. In addition, the stockholders, in an advisory vote, approved the compensation paid by the Company to its named executive officers; ratified the Company’s selection of Ernst & Young LLP as its independent accountants for the fiscal year ending September 30, 2014; and approved amendments to the Company’s Amended and Restated Certificate of Incorporation to eliminate the classification of the Board of Directors. The particulars of the vote are set forth below:

Proposal 1Election of Directors:

 

     FOR      WITHHELD  

Sean P. Hennessy

     41,684,129         3,434,019   

Douglas Peacock

     34,985,993         10,132,155   

John Staer

     29,495,253         15,622,895   

Proposal 2To conduct an advisory vote on compensation paid to the Company’s named executive officers:

 

FOR

     29,525,442   

AGAINST

     15,401,165   

ABSTAIN

     191,541   

Proposal 3To ratify the selection of Ernst & Young LLP as TransDigm Group Incorporated’s independent accountants for the fiscal year ending September 30, 2014:

 

FOR

     46,396,292   

AGAINST

     331,003   

ABSTAIN

     38,054   

Proposal 4To amend the Company’s certificate of incorporation to declassify the Board of Directors.

 

FOR

     44,877,286   

AGAINST

     16,037   

ABSTAIN

     224,825   

No other matters were brought before stockholders for a vote at the meeting.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TRANSDIGM GROUP INCORPORATED
By  

/s/ Gregory Rufus

  Gregory Rufus
 

Executive Vice President, Chief Financial

Officer and Secretary

Date: March 5, 2014

 

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