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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 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.

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