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Spirit AeroSystems Holdings,Inc. (NYSE:SPR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Spirit AeroSystems Holdings,Inc. (NYSE:SPR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On April26, 2017, Spirit AeroSystems Holdings,Inc. (the Company)
held its Annual Meeting of Stockholders (the 2017 Annual
Meeting). As described in Item 5.07 of this Current Report on
Form8-K, at the 2017 Annual Meeting, the Companys stockholders
voted on, and approved, the Third Amended and Restated
Certificate of Incorporation (the AR Certificate). The AR
Certificate eliminates all references to ClassB Common Stock,
including, but not limited to, the provisions relating to the
rights, preferences, and limitations of ClassB Common Stock, and
makes related conforming changes. The AR Certificate reduces the
Companys total number of authorized shares of capital stock to
210,000,000, which is comprised of 200,000,000 shares of ClassA
Common Stock and 10,000,000 shares of preferred stock. The AR
Certificate also updates certain outdated provisions and makes
certain non-substantive clarifying revisions.

The AR Certificate became effective and was filed with the
Secretary of State of the State of Delaware on April26, 2017. A
copy of the AR Certificate is filed as Exhibit3.1 to this Current
Report on Form8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security
Holders

The following is a summary of the voting results for each matter
presented to stockholders at the 2017 Annual Meeting:

Proposal 1: Election of Directors. The stockholders
elected the nine nominees named in the Companys 2017 proxy
statement to serve as directors until the 2018 annual meeting of
stockholders or until their successors are duly elected and
qualified. The voting results for this proposal are as follows:

NameofDirector

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

Charles L. Chadwell

103,037,134

1,537,658

99,216

7,235,481

Irene M. Esteves

103,536,274

1,039,644

98,090

7,235,481

Paul Fulchino

103,056,296

1,517,381

100,331

7,235,481

Thomas C. Gentile, III

103,567,862

1,008,403

97,743

7,235,481

Richard Gephardt

103,039,835

1,519,229

114,944

7,235,481

Robert Johnson

103,076,301

1,497,810

99,897

7,235,481

Ronald T. Kadish

103,123,125

1,451,979

98,904

7,235,481

John L. Plueger

103,562,642

1,012,438

98,928

7,235,481

Francis Raborn

103,158,280

1,416,357

99,371

7,235,481

Proposal 2: Approval of Proposed Third Amended and Restated
Certificate of Incorporation
. The stockholders approved the
AR Certificate to eliminate the Companys ClassB Common Stock. The
voting results for this proposal are as follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

104,478,898

22,049

173,061

7,235,481

Proposal 3: Approval of the Companys Employee Stock Purchase
Plan
. The stockholders approved the Companys Employee Stock
Purchase Plan. The voting results for this proposal are as
follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

104,306,987

281,037

85,984

7,235,481

Proposal 4: Advisory Vote on Executive Compensation. The
stockholders approved, on a non-binding, advisory basis, the
compensation of the Companys named executive officers for fiscal
year 2016. The voting results for this proposal are as follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

101,350,579

3,142,806

180,623

7,235,481

Proposal 5: Advisory Vote on the Frequency of an Advisory
Vote on Executive Compensation
. The Companys stockholders
approved, on a non-binding, advisory basis, voting annually on
the compensation of the Companys named executive officers. The
voting results for this proposal are as follows:

ForEveryYear

ForEvery2Years

ForEvery3Years

Abstentions

BrokerNon-Votes

97,452,674

30,521

7,067,061

123,752

7,235,481

Proposal 6: Ratification of Selection of Independent
Registered Public Accounting Firm
. The stockholders ratified
the selection of Ernst Young LLP as the Companys registered
public accounting firm for fiscal year 2017. The voting results
for this proposal are as follows:

VotesFor

VotesAgainst

Abstentions

BrokerNon-Votes

111,716,552

80,690

112,247

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

ExhibitNumber

DescriptionofExhibit

3.1

Third Amended and Restated Certificate of Incorporation
of Spirit AeroSystems Holdings,Inc.

About Spirit AeroSystems Holdings, Inc. (NYSE:SPR)
Spirit AeroSystems Holdings, Inc. is a non-original equipment manufacturer (OEM), aircraft parts designer and manufacturer of commercial aero-structures. The Company is also a supplier of aero-structures. The Company operates through three segments: Fuselage Systems, Propulsion Systems and Wing Systems. The Fuselage Systems segment includes the development, production and marketing of forward, mid and rear fuselage sections and systems. The Propulsion Systems segment includes the development, production and marketing of struts/pylons, nacelles (including thrust reversers) and related engine structural components. The Wing Systems segment includes the development, production and marketing of wings and wing components (including flight control surfaces), and other miscellaneous structural parts. The Company’s maintenance, repair and overhaul (MRO) services include repair stations that provide complete on-site repair and overhaul. Spirit AeroSystems Holdings, Inc. (NYSE:SPR) Recent Trading Information
Spirit AeroSystems Holdings, Inc. (NYSE:SPR) closed its last trading session up +0.09 at 57.25 with 962,954 shares trading hands.

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