TransDigm Group Incorporated (NYSE:TDG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 9, 2017, the board of directors of TransDigm Group Incorporated fixed the number of directors at 11 and elected Gary E. McCullough and David A. Barr to the board of directors to fill the newly created vacancies. The board of directors has determined that Mr.McCullough and Mr. Barr are independent under applicable listing standards of the New York Stock Exchange and the rules and regulations of the Securities Exchange Commission. Mr. McCullough has been appointed to the Company’s Audit Committee and Mr. Barr has been appointed to the Company’s Nominating and Corporate Governance Committee.
Mr. McCullough has served as an investor and advisor to Abundant Venture Partners, a Chicago-based venture capital company, and to various other early stage companies since 2012. Mr.McCullough was Chief Executive Officer of Advertising Resources, Inc., a private company that provides design and packaging co-manufacturing and logistics for consumer package goods companies, from 2014 until its sale in 2017. Mr. McCullough was deemed to be a valuable to the Board because of his public company leadership and public board experience. Mr. McCullough was previously President and Chief Executive Officer and served on the Board of Directors of Career Education Corporation, a publicly traded education services company, as well as serving in management positions with increasing responsibility at Ross Products, Abbott Laboratories, Wm. Wrigley Jr. Company and The Procter & Gamble Company. In addition to his service on the Board of Directors of Career Education Corporation, Mr. McCullough served on the Board of Directors of The Sherwin Williams Company from 2002 – 2011, where he served on the Audit Committee during his entire tenure and served as the Audit Committee Chair during 2011.
Mr. Barr was affiliated with Warburg Pincus LLC, a private equity fund, from 2000 – 2017, where he served as Managing Director since 2001 and as Co-Head of its Industrial and Business Services Team and member of its Executive Management Group. Mr. Barr was deemed valuable to the Board because of his extensive public company board experience, as well as enhancing the Board’s private equity approach.
Neither Mr. McCullough nor Mr. Barr is a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr.McCullough or Mr. Barr and any other person to which either was selected as a director. Messrs. McCullough and Barr will receive compensation for their services on the Company’s board of directors in accordance with the Company’s standard compensation arrangements for non-employee directors as set forth on pages 9-10 of the Company’s proxy statement for its 2017 annual meeting.
The press release announcing the election of Messrs. McCullough and Barr to the Company’s board of directors is furnished as Exhibit 99.1.
Financial Statements and Exhibits.
The following exhibit is being filed with this Current Report on Form 8-K:
Press Release dated October 11, 2017.
TransDigm Group INC ExhibitEX-99.1 2 ex991101117pressrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1TransDigm Group Incorporated Announces New Board Members Cleveland,…To view the full exhibit click here About TransDigm Group Incorporated (NYSE:TDG) TransDigm Group Incorporated is a designer, producer and supplier of engineered aircraft components for use on commercial and military aircraft in service. The Company operates through three segments: Power & Control, Airframe and Non-aviation. The Power & Control segment includes operations that primarily develop, produce and market systems and components that provide power to or control power of the aircraft utilizing electronic, fluid, power and mechanical motion control technologies. The Airframe segment includes operations that primarily develop and market systems and components that are used in non-power airframe applications utilizing airframe and cabin structure technologies. The Non-aviation segment includes operations that primarily develop, produce and market products for non-aviation markets. Its product offerings include mechanical/electro-mechanical actuators and controls, engineered latching and locking devices, and seat belts and safety restraints.