Esterline Corporation (NYSE:ESL) Files An 8-K

Esterline Corporation (NYSE:ESL), a leading specialty manufacturer serving the global aerospace and defense markets, today announced the appointment of Nils Larsen, former President and Chief Executive Officer of Tribune Broadcasting, to the Company’s Board of Directors, effective October 18, 2016, as part of an agreement (the “Agreement”) with First Pacific Advisors, LLC and certain of its affiliates (“FPA”).

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Mr. Larsen was appointed to the class of directors whose term of office will expire at the 2017 Annual Meeting, at which point he will be nominated for election to a three-year term. With the appointment of Mr. Larsen, Esterline’s Board will be expanded to include ten directors, nine of whom are independent under the New York Stock Exchange standards, including Mr. Larsen. The tenth director, Curtis Reusser, is Esterline’s Chairman, President & CEO.

Mr. Reusser said, “We are pleased to welcome Nils to the Esterline Board. Nils has significant operating and leadership experience, including CEO-level leadership and public company board experience. We look forward to benefitting from Nils’ perspectives and contributions as we continue to execute on our strategic priorities to create value for all Esterline stockholders.”

Mr. Larsen added, “I am excited to have the opportunity to become a part of the Esterline Board. Esterline is a company with impressive breadth and depth of market coverage and I look forward to working with the management team and Board to support the Company’s progress.”

Other terms of the Agreement provide that FPA will not increase its beneficial ownership of the Company’s common stock from 15% until the earlier of (i) the conclusion of the 2018 Annual Meeting or (ii) February 28, 2018 and that FPA will vote in favor of the Company’s director nominees recommended by the Board at the 2017 Annual Meeting and subject to certain conditions, the 2018 Annual Meeting. The Agreement also calls for the Company to nominate a new independent director candidate, in consultation with FPA, to stand for election at the 2017 Annual Meeting with a term expiring at the 2020 Annual Meeting, and to submit a declassification proposal to the stockholders at the 2018 or 2019 Annual Meeting. In addition, FPA has agreed to customary standstill provisions during the period of the agreement, which runs into 2019, subject to certain conditions. The full agreement is being filed today on Form 8-K with the Securities and Exchange Commission.

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