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

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