Aerojet Rocketdyne Holdings, Inc. (NYSE:AJRD) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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Aerojet Rocketdyne Holdings, Inc. (NYSE:AJRD) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

Aerojet Rocketdyne Holdings, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”) on May8, 2018 virtually, conducted via a live webcast. At the Annual Meeting, the Company’s stockholders were asked to vote upon:

1. The election of eight directors to the Company’s Board of Directors to serve until the 2019 annual meeting of stockholders. The nominees for election were Thomas A. Corcoran, Eileen P. Drake, James R. Henderson, Warren G. Lichtenstein, LanceW. Lord, Merrill A. McPeak, James H. Perry and Martin Turchin;
2. An advisory vote to approve a resolution approving executive compensation;
3. The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending December31, 2018; and
4. Approval of the 2018 Equity and Performance Incentive Plan.

The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 70,981,099 shares of the 75,558,306 shares of the Company’s common stock entitled to vote, were as follows:

1. The election of each of Ms.Drake and Messrs. Corcoran, Henderson, Lichtenstein, Lord, McPeak, Perry and Turchin as directors of the Company to serve until the 2019 annual meeting of stockholders, and until his or her successor is elected and qualified, was approved as follows:
For Withheld BrokerNon-Votes

Thomas A. Corcoran

 66,227,369 814,010 3,939,720

Eileen P. Drake

 66,515,562 525,817 3,939,720

James R. Henderson

 64,604,072 2,437,307 3,939,720

Warren G. Lichtenstein

 63,422,382 3,618,997 3,939,720

Lance W. Lord

 66,760,529 280,850 3,939,720

Merrill A. McPeak

 65,869,743 1,171,636 3,939,720

James H. Perry

 66,528,249 513,130 3,939,720

Martin Turchin

 66,103,360 938,019 3,939,720
2. The stockholders approved an advisory resolution on executive compensation. The voting results were as follows:

For

Against

Abstain

Broker Non-Votes
65,770,584 937,288 333,507 3,939,720
3. The stockholders ratified the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018. The voting results were as follows:

For

Against

Abstain

Broker Non-Votes
69,186,719 1,732,839 61,541
4. The stockholders approved the 2018 Equity and Performance Incentive Plan. The voting results were as follows:

For

Against

Abstain

Broker Non-Votes
64,634,482 2,212,143 194,754 3,939,720