ASTRONICS CORPORATION (NASDAQ:ATRO) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

7 years ago

ASTRONICS CORPORATION (NASDAQ:ATRO) 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.

On May 31, 2017, Astronics Corporation held its 2017 Annual
Meeting of Shareholders (Annual Meeting) for which the Board of
Directors solicited proxies. At the Annual Meeting, the
shareholders voted on the following:


1.	The election of the Board of Directors;


2.	The ratification of the appointment of Ernst Young LLP as the independent registered public accounting firm for the Company for the current fiscal year;


3.	The approval of the adoption of the Astronics Corporation 2017 Long Term Incentive Plan;


4.	A non-binding shareholder advisory vote on the compensation of the Company’s named executive officers; and


5.	A non-binding shareholder advisory vote on the frequency of the Company’s shareholder vote with respect to the compensation of the Company’s named executive officers.

In accordance with the Companys Restated Certificate of
Incorporation, on all agenda items the holders of Astronics
common shares and Class B shares voted together as one class,
with each common share entitled to one vote and each Class B
share entitled to ten votes.

The final voting results on each of the matters submitted to a vote
of shareholders at the Annual Meeting were as follows:

1) Election of the Board of Directors. The nominees to the Board
of Directors were elected based on the following shares voted:




	For	Withheld	Broker Non-Votes
Raymond W. Boushie	66,052,029	2,739,305	14,838,825
Robert T. Brady	64,587,607	4,203,727	14,838,825
John B. Drenning	53,501,073	15,290,261	14,838,825
Jeffry D. Frisby	66,461,301	2,330,033	14,838,825
Peter J. Gundermann	66,462,140	2,329,194	14,838,825
Warren C. Johnson	66,442,409	2,348,925	14,838,825
Kevin T. Keane	63,339,580	5,451,754	14,838,825
Neil Kim	66,447,381	2,343,953	14,838,825
Robert J. McKenna	62,708,282	6,083,052	14,838,825

2) Ratification of Ernst Young LLP as independent registered
public accounting firm for fiscal year 2017. A total of
81,442,929 votes were cast for the proposal, 451,534 votes were
cast against it and 1,735,696 votes abstained. There were no
broker non-votes on the proposal. The affirmative votes
constituted more than a majority of the votes represented at the
meeting, the number needed to approve the proposal.

3) Approval of the adoption of the Astronics Corporation 2017
Long Term Incentive Plan. A total of 57,906,668 votes were cast
for the proposal, 10,776,732 votes were cast against it and
107,934 votes abstained. There were 14,838,825 broker non-votes
on the proposal. The affirmative votes constituted more than a
majority of the votes represented at the meeting, the number
needed to approve the proposal.

4) The non-binding shareholder advisory vote on the compensation
of the Company’s named executive officers. A total of 65,009,131
votes were cast for the proposal, 3,126,383 votes were cast
against it and 655,820 votes abstained. There were 14,838,825
broker non-votes on the proposal. The shareholders approved, on a
non-binding, advisory basis, the compensation of the Company’s
named executive officers as disclosed in the Proxy.

5) The non-binding shareholder advisory vote on the frequency of
the Company’s shareholder vote with respect to the compensation
of the Company’s named executive officers. The shareholders
voted to include such an advisory vote every three years. The
votes were as follows:



3 Years	2 Years	1 Year	Abstain
41,712,656	399,972	25,883,708	796,438

The Company’s Board of Directors considered the results of the
advisory vote on the frequency of future advisory votes on
executive compensation and determined that it would hold future
votes on executive compensation every three years until the next
shareholder vote on the frequency of these votes.

About ASTRONICS CORPORATION (NASDAQ:ATRO)
Astronics Corporation is a supplier of products to the aerospace, defense, electronics and semiconductor industries. The Company’s products and services include electrical power generation, distribution and motion systems, lighting and safety systems, avionics products, aircraft structures, systems certification and automated test systems. The Company operates through two segments: Aerospace and Test Systems. The Company’s Aerospace segment designs and manufactures products for the global aerospace industry. Its product lines include lighting and safety systems, electrical power generation, distribution and motions systems, aircraft structures, avionics products, systems certification and other products. The Company’s Test Systems segment designs, develops, manufactures and maintains automated test systems that support the semiconductor, aerospace, communications and weapons test systems, as well as training and simulation devices for both commercial and military applications. ASTRONICS CORPORATION (NASDAQ:ATRO) Recent Trading Information
ASTRONICS CORPORATION (NASDAQ:ATRO) closed its last trading session down -0.10 at 30.60 with 170,939 shares trading hands.