Date of Report (Date of earliest event reported): July 12, 2022
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)
Not Applicable
(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:
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol:
Name of each exchange on which registered:
Common Stock, $0.01 par value
TDG
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07.
Submission of Matters to a Vote Security Holders.
On July 12, 2022, TransDigm Group Incorporated (the “Company”) conducted its Annual Meeting of Stockholders (the “2022 Annual Meeting”). At the meeting, Messrs. David Barr, Mervin Dunn, Michael Graff, Sean Hennessy, W. Nicholas Howley, Gary E. McCullough, Robert Small, John Staer, Kevin Stein and Mses. Jane Cronin and Michele Santana were re-elected as directors of the Company. In addition, the stockholders, in an advisory vote, ratified the Company’s selection of Ernst & Young LLP as its independent accountants for the fiscal year ending September 30, 2022; and approved the compensation paid by the Company to its named executive officers. The details of the vote are set forth below:
Proposal 1 – Election of Directors:
FOR
WITHHELD
David Barr
47,596,997
1,903,369
Jane Cronin
49,100,179
400,187
Mervin Dunn
35,075,768
14,424,598
Michael Graff
32,208,817
17,291,549
Sean Hennessy
35,352,516
14,147,850
W. Nicholas Howley
47,918,073
1,582,293
Gary E. McCullough
44,621,459
4,878,907
Michele Santana
47,695,201
1,805,165
Robert Small
35,430,222
14,070,144
John Staer
47,417,207
2,083,159
Kevin Stein
48,740,673
759,693
Proposal 2 – To ratify the selection of Ernst & Young LLP as the Company's independent accountants for the fiscal year ending September 30, 2022:
FOR
50,361,576
AGAINST
338,517
ABSTAIN
3,141
Proposal 3 – To approve (in an advisory vote) compensation paid to the Company’s named executive officers:
FOR
25,477,254
AGAINST
23,977,834
ABSTAIN
45,278
BROKER NON-VOTES
1,202,868
No other matters were brought before stockholders for a vote at the 2022 Annual Meeting.
SIGNATURE
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/ Halle Fine Martin
Name:
Halle Fine Martin
Title:
General Counsel, Chief Compliance Officer and Secretary