Kaman Corporation (NYSE:KAMN) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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Kaman Corporation (NYSE:KAMN) 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.

The Annual Meeting of the Company was held on April 19, 2017. Of
the 27,089,970 shares of Company common stock outstanding and
entitled to vote at the Annual Meeting, 25,189,049 shares, or
approximately 92.98%, were represented in person or by proxy,
constituting a quorum. Set forth below are the final results of
the voting for each of the proposals voted upon at the Annual
Meeting.
1. Proposal No. 1 – Election of Directors
The Board of Directors (the Board) has ten Directors, divided
into three classes. At the Annual Meeting, three individuals were
elected as Class III Directors, by the votes set forth below,
each to serve for a term of three years and until his or her
successor has been elected and qualified.
Nominee
For
Votes Withheld
Broker Non-Votes
Brian E. Barents
23,047,948
133,078
2,008,023
George E. Minnich
22,434,223
746,803
2,008,023
Thomas W. Rabaut
23,075,518
105,508
2,008,023
The Class I and II Directors whose terms continue after the
meeting are Neal J. Keating, E. Reeves Callaway III, Karen M.
Garrison, A. William Higgins, Scott E. Kuechle, Jennifer M.
Pollino, and Richard J. Swift.
2.
Proposal No. 2 – Approval, on an Advisory Basis, of the
Compensation of the Companys Named Executive Officers>
The proposal to approve, on an advisory basis, the compensation
of the Companys named executive officers was approved by the
following vote:
For
Against
Abstain
Broker Non-Votes
22,804,873
294,090
82,063
2,008,023
3.
Proposal No. 3 – Advisory Vote on the Frequency of Future
Advisory Votes on Executive Compensation
The results of the non-binding advisory vote on the frequency of
future advisory votes to approve compensation of the named
executive officers were as follows:
Every 1 Year
Every 2 Years
Every 3 Years
Abstain
Broker Non-Votes
19,200,519
45,871
3,866,445
68,191
2,008,023
A majority of the votes cast were voted in favor of conducting
the advisory vote on executive compensation on an annual basis.
In light of this vote, and consistent with the Companys
recommendation as described in its 2017 proxy statement, the
Companys Board of Directors has determined for the time being to
continue the practice of holding an annual advisory vote on
compensation for the named executive officers.
4.
Proposal No. 4 – Amendment to Amended and Restated
Certificate of Incorporation Declassifying the Board of
Directors
The proposal to amend our Amended and Restated Certificate of
Incorporation to declassify the Board of Directors, the approval
of which would have required a supermajority vote of 66 2/3% of
the outstanding shares of our Common Stock, was not approved by
the following vote:
For
Against
Abstain
Broker Non-Votes
18,031,838
5,060,803
88,385
2,008,023
5.
Proposal No. 5 – Ratification of Appointment of
PricewaterhouseCoopers LLP
The proposal to ratify the appointment of PricewaterhouseCoopers
LLP as the Companys independent public accounting firm for the
year ending December 31, 2017 was approved by the following vote:
For
Against
Abstain
Broker Non-votes
25,084,501
38,939
65,609
8.01 Other Events.
At the annual reorganizational meeting of the Board held on April
19, 2017 in conjunction with the Annual Meeting, the Board
reappointed Karen M. Garrison to serve as the Companys Lead
Independent Director. The Board also approved the following
Committee appointments for the coming year:
Corporate Governance Committee:
Lead Director, Chair (K.M. Garrison)
A.W. Higgins, S.E. Kuechle, R.J. Swift
Audit Committee:
S.E. Kuechle, Chair
G.E. Minnich, J.M. Pollino, T.W. Rabaut
Personnel Compensation Committee:
R.J. Swift, Chair
B.E. Barents, E. R. Callaway, G.E. Minnich,>J.M. Pollino
Finance Committee:
A.W. Higgins, Chair
B.E. Barents, E.R. Callaway, K.M. Garrison, T.W. Rabaut


About Kaman Corporation (NYSE:KAMN)

Kaman Corporation conducts business in the aerospace and distribution markets. The Company operates through two segments: Distribution and Aerospace. Its Distribution segment is a power transmission, motion control, electrical and automation, and fluid power industrial distributor. It provides products, including bearings, mechanical and electrical power transmission, fluid power, motion control, automation, material handling components, electrical control and power distribution, and maintenance, repair and overhaul (MRO) supplies to a spectrum of industrial markets. Its Aerospace segment produces and markets aircraft bearings and components; super precision, miniature ball bearings; safe and arming solutions; subcontract helicopter work; restoration, modification and support of its SH-2G Super Seasprite maritime helicopters; manufacture and support of its K-MAX manned and unmanned medium-to-heavy lift helicopters, and engineering design, analysis and certification services.

Kaman Corporation (NYSE:KAMN) Recent Trading Information

Kaman Corporation (NYSE:KAMN) closed its last trading session up +0.25 at 47.05 with 82,825 shares trading hands.