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 2017
annual meeting of stockholders (the Annual Meeting) on May 4,
2017 virtually, conducted via a live webcast. At the Annual
Meeting, the Companys stockholders were asked to vote upon:
| 1. |
The election of eight directors to the Companys Board of Directors to serve until the 2018 annual meeting of stockholders. The nominees for election were Thomas A. Corcoran, Eileen P. Drake, James R. Henderson, Warren G. Lichtenstein, Lance W. Lord, Merrill A. McPeak, James H. Perry and Martin Turchin; |
| 2. |
An advisory vote to approve a resolution to approve executive compensation; |
| 3. |
An advisory vote on the frequency of the advisory vote regarding the resolution to approve executive compensation; and |
| 4. |
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 December 31, 2017. |
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
71,575,200 shares of the 74,564,946 shares of the Companys 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 2018 annual meeting of stockholders, and until his or her successor is elected and qualified, was approved as follows: |
| For | Withheld | Broker Non-Votes | |
| Thomas A. Corcoran | 57,507,542 | 10,022,571 | 4,045,087 |
| Eileen P. Drake | 65,578,087 | 1,952,026 | 4,045,087 |
| James R. Henderson | 48,481,309 | 19,048,804 | 4,045,087 |
| Warren G. Lichtenstein | 60,105,812 | 7,424,301 | 4,045,087 |
| Lance W. Lord | 40,257,007 | 27,273,106 | 4,045,087 |
| Merrill A. McPeak | 57,001,594 | 10,528,519 | 4,045,087 |
| James H. Perry | 40,144,784 | 27,385,329 | 4,045,087 |
| Martin Turchin | 48,308,446 | 19,221,667 | 4,045,087 |
| 2. |
The stockholders approved an advisory resolution on executive compensation. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 55,466,007 | 11,649,664 | 414,442 | 4,045,087 |
| 3. |
The stockholders voted on the frequency of the advisory vote regarding the resolution to approve executive compensation. The voting results were as follows: |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
| 53,705,556 | 88,184 | 11,296,563 | 2,439,810 | 4,045,087 |
| 4. |
The stockholders ratified the appointment of PwC as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 68,856,830 | 2,083,091 | 635,279 |
After considering the results of the stockholder advisory vote,
the Company has determined that the frequency for which the
Company should include an advisory vote regarding the
compensation of its named executive officers in its future proxy
statements for stockholder consideration shall be every year,
until the next required vote on the frequency of such an advisory
vote or the Board of Directors otherwise determines that a
different frequency for such advisory vote is in the best
interest of the Company.
Aerojet Rocketdyne Holdings, Inc. (NYSE:AJRD) Recent Trading Information
Aerojet Rocketdyne Holdings, Inc. (NYSE:AJRD) closed its last trading session up +0.07 at 22.09 with 164,994 shares trading hands.