HEICO CORPORATION (NYSE:HEI) Files An 8-K Submission of Matters to a Vote of Security Holders

HEICO CORPORATION (NYSE:HEI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders.

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HEICO Corporation (the “Company”) held its Annual Meeting of Shareholders on Friday, March15, 2019. The shareholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on February7, 2019.

Only holders of record of HEICO Common Stock, $0.01 par value per share (“Common Stock”), and Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), as of the close of business on January 18, 2019 (the record date) were entitled to vote at the Annual Meeting. On that date, there were outstanding 53,355,169 shares of Common Stock, each entitled to one vote, and 79,581,992 shares of Class A Common Stock, each entitled to 1/10th vote per share.

Proposal 1:Proposal to Elect Directors

The Company’s shareholders elected all nine director nominees to serve until the next annual meeting of shareholders or until a successor is elected and qualified. The result of the vote is set forth in the table below:

Director

For

Withheld

Broker Non-Votes

Thomas M. Culligan

50,767,660

272,072

6,933,020

Adolfo Henriques

50,748,524

291,208

6,933,020

Mark H. Hildebrandt

45,389,530

5,650,202

6,933,020

Eric A. Mendelson

49,341,502

1,698,230

6,933,020

Laurans A. Mendelson

50,084,084

955,648

6,933,020

Victor H. Mendelson

49,350,132

1,689,600

6,933,020

Julie Neitzel

50,770,620

269,112

6,933,020

Dr. Alan Schriesheim

47,776,879

3,262,853

6,933,020

Frank J. Schwitter

50,526,713

513,019

6,933,020

Proposal 2:Advisory Vote on Executive Compensation

The Company’s shareholders held a non-binding, advisory vote on executive compensation. The result of the vote is set forth in the table below:

For

Against

Abstain

Broker Non-Votes

50,246,315

567,257

226,160

6,933,020

Proposal 3:Ratification of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2019. The result of the vote is set forth in the table below:

For

Against

Abstain

57,509,004

310,713

153,035

About HEICO CORPORATION (NYSE:HEI)

HEICO Corporation manufactures Federal Aviation Administration (FAA)-approved jet engine and aircraft component replacement parts, other than the original equipment manufacturers (OEMs) and their subcontractors. The Company also manufactures various types of electronic equipment for the aviation, medical, telecommunications and electronics industries. It operates through two segments: Flight Support Group (FSG) and Electronic Technologies Group (ETG). The FSG segment consists of HEICO Aerospace Holdings Corp. and HEICO Flight Support Corp. and their collective subsidiaries. The FSG segment designs and manufactures jet engine and aircraft component replacement parts. The ETG segment consists of HEICO Electronic Technologies Corp. and its subsidiaries. The ETG segment designs and produces mission-critical subcomponents for various markets, which are utilized in larger systems, including targeting, tracking, identification, testing, communications, telecom and computer systems.

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