ESTERLINE TECHNOLOGIES CORPORATION (NYSE:ESL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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ESTERLINE TECHNOLOGIES CORPORATION (NYSE:ESL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2018 Annual Meeting, the stockholders of the Company acted on the following proposals:

(a) Proposal 1 – Election of Directors. The stockholders elected each of the director nominees set forth below for a one-year term expiring at the 2019 annual meeting. The stockholders voted as follows:
Votes Cast

Name

For

Against

Abstain

BrokerNon-Votes

Delores M. Etter

 24,970,575 882,084 155,478 1,531,590

Mary L. Howell

 24,979,420 873,193 155,524 1,531,590
(b) Proposal 2 – Approval of the Amendment to the Restated Certificate of Incorporation to Declassify the Board of Directors. The stockholders approved the Amendment to the Company’s Restated Certificate of Incorporation to declassify the Company’s Board of Directors. The stockholders voted as follows:
Votes Cast

For

Against

Abstain

BrokerNon-Votes

25,830,788

 20,686 156,663 1,531,590

Approval of this proposal required the affirmative vote of the holders of at least 80% of the outstanding shares of common stock entitled to vote at the meeting. Abstentions and broker non-votes had the same effect as a vote against the proposal.

(c) Proposal 3 – Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of Esterline’s named executive officers for the fiscal year ended September29, 2017. The stockholders voted as follows:
Votes Cast

For

Against

Abstain

BrokerNon-Votes

22,315,401

 366,660 3,326,076 1,531,590
(d) Proposal 4 – Ratification of Ernst & Young LLP as Esterline’s Independent Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as Esterline’s independent registered public accounting firm for the fiscal year ending September28, 2018. The stockholders voted as follows:
Votes Cast

For

Against

Abstain

27,181,503

 137,901 220,323
Item 5.02 Financial Statements and Exhibits.

(d) Exhibits.


ESTERLINE TECHNOLOGIES CORP Exhibit
EX-3.1.1 2 d539955dex311.htm EX-3.1.1 EX-3.1.1 EXHIBIT 3.1.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF ESTERLINE TECHNOLOGIES CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Esterline Technologies Corporation,…
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About ESTERLINE TECHNOLOGIES CORPORATION (NYSE:ESL)

Esterline Technologies Corporation is a specialized manufacturing company. The Company designs, manufactures and markets engineered products and systems for application within the industries it serves. The Company operates through three segments: Avionics & Controls, Sensors & Systems, and Advanced Materials. The Company serves aerospace and defense customers. The Company’s Avionics & Controls business segment includes avionics systems, control and communication systems, and interface technologies capabilities. The Company’s Sensors & Systems business segment includes power systems, connection technologies and advanced sensors capabilities. The Company’s Advanced Materials business segment includes engineered materials and defense technologies capabilities. The Company designs and manufactures ruggedized military personal communication equipment, primarily headsets, handsets and field communications.