B/E AEROSPACE, INC. (NASDAQ:BEAV) Files An 8-K Submission of Matters to a Vote of Security Holders

B/E AEROSPACE, INC. (NASDAQ:BEAV) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item 5.07. Submission of Matters to a Vote of Security Holders

On March 9, 2017, B/E Aerospace, Inc. (the Company) held a
special meeting of stockholders (the Special Meeting), at the
Hilton Palm Beach Airport in West Palm Beach, Florida, to
consider and vote upon (i) a proposal to adopt the Agreement and
Plan of Merger, dated as of October 23, 2016, by and among
Rockwell Collins, Inc., Quarterback Merger Sub Corp. and the
Company, as amended from time to time (the Merger Agreement),
(the Merger Proposal), (ii) an advisory (non-binding) proposal to
approve the compensation that may be paid or become payable to
the Companys named executive officers that is based on or
otherwise related to the proposed transactions (the
Merger-Related Compensation Proposal), and (iii) a proposal to
approve the adjournment of the Special Meeting to a later date or
dates, if necessary or appropriate, to solicit additional proxies
in the event there are not sufficient votes at the time of the
Special Meeting to approve the Merger Proposal (the Adjournment
Proposal).
At the Special Meeting, holders of 81,246,648 shares of Company
common stock, which represents approximately 80.03% of the shares
of Company common stock outstanding and entitled to vote as of
the record date of January 18, 2017, were represented in person
or by proxy, and thus, a quorum was present in accordance with
the applicable provisions of the Companys bylaws.
The final voting results for each proposal, each of which is
described in greater detail in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on
February 3, 2017, follow below:
Proposal 1Merger Proposal:
For Against Abstain Broker Non-Votes
Total Shares Voted
80,390,748
72,790
783,110
0
The proposal to adopt the Merger Agreement was approved by the
Companys stockholders.
Proposal 2Merger-Related Compensation Proposal:
For Against Abstain Broker Non-Votes
Total Shares Voted
35,939,709
44,093,236
1,213,703
The advisory (non-binding) proposal to approve the compensation
that may be paid or become payable to B/E Aerospaces named
executive officers that is based on or otherwise related to the
proposed transactions was not approved by the Companys
stockholders.
Proposal 3Adjournment Proposal:
For Against Abstain Broker Non-Votes
Total Shares Voted
74,656,971
5,720,488
869,189
Stockholder action on the proposal to approve the adjournment of
the Special Meeting to a later date or dates, if necessary or
appropriate, to solicit additional proxies in the event there are
not sufficient votes at the time of the Special Meeting to
approve the Merger Proposal was not required because there were
sufficient votes at the time of the Special Meeting to approve
the Merger Proposal to adopt the Merger Agreement.
Section 8 Other Events
Item 8.01. Other Events
On March 9, 2017, the Company issued a press release announcing
the final voting results of the Special Meeting, held on March 9,
2017. A copy of the press release is filed herewith as Exhibit
99.1 and is incorporated into this Item 8.01 by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
99.1
Press release issued by B/E Aerospace, Inc. on March 9,
2017.


About B/E AEROSPACE, INC. (NASDAQ:BEAV)

B/E Aerospace, Inc. is a manufacturer of cabin interior products for commercial aircraft and business jets. The Company sells its products and provides services to various airlines and aerospace manufacturers across the world. It operates through two segments: commercial aircraft (CAS) and business jet (BJS). Its CAS segment includes seating products; food and beverage and preparation and storage equipment; oxygen delivery systems; engineering, design, integration, installation and certification services, and interior structures. Its BJS segment offers a range of furnishings for business jets. The Company’s products coffee and espresso makers, water boilers, beverage containers, refrigerators, freezers, chillers, lighting products, executive aircraft and helicopter seats, direct and indirect overhead lighting systems, air valve systems and high-end furniture and cabinetry. It also provides aircraft cabin interior reconfiguration, program management and certification services.

B/E AEROSPACE, INC. (NASDAQ:BEAV) Recent Trading Information

B/E AEROSPACE, INC. (NASDAQ:BEAV) closed its last trading session up +0.05 at 63.93 with 3,584,093 shares trading hands.

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