TRIUMPH GROUP,INC. (NYSE:TGI) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of Triumph Group, Inc. (the “Company”) was held on July 20, 2017. The total number of shares represented at the Annual Meeting in person or by proxy was 44,851,672 of the 49,611,456 shares of common stock outstanding and entitled to vote at the Annual Meeting.
The following matters were voted on at the Annual Meeting:
1. Election of Directors. The following nominees were elected as directors of the Company for a term ending at the Company’s next annual meeting of stockholders and until their successors are duly elected and qualified. The stockholder votes were as follows:
Number of Votes |
||||
Candidate |
For |
Against |
Abstain |
Broker Non‑Votes |
Paul Bourgon |
37,927,315 |
1,148,858 |
56,059 |
5,719,440 |
Daniel J. Crowley |
37,932,680 |
952,074 |
247,478 |
5,719,440 |
John G. Drosdick |
37,955,105 |
1,120,391 |
56,736 |
5,719,440 |
Ralph E. Eberhart |
37,403,048 |
1,673,126 |
56,058 |
5,719,440 |
Dawne S. Hickton |
38,075,965 |
1,000,219 |
56,048 |
5,719,440 |
William L. Mansfield |
37,734,644 |
1,340,804 |
56,784 |
5,719,440 |
Adam J. Palmer |
36,805,140 |
2,270,754 |
56,338 |
5,719,440 |
Joseph M. Silvestri |
37,832,666 |
1,257,036 |
42,530 |
5,719,440 |
2.Say on Pay. The stockholders approved, by advisory vote, the compensation paid to the Company’s named executive officers for fiscal year 2017. The stockholder votes were as follows:
For |
Against |
Abstain |
Broker Non‑Votes |
35,333,192 |
3,527,642 |
271,398 |
5,719,440 |
3.Frequency of Say on Pay. The stockholders approved, by advisory vote, annual frequency of future advisory votes on executive compensation. The stockholder votes were as follows:
One Year |
Two Years |
Three Years |
Abstain |
32,769,292 |
39,147 |
6,256,782 |
67,011 |
Following the Annual Meeting, and based upon the majority of the votes cast approving, on an advisory basis, an annual frequency of future advisory votes on executive compensation, the Board of Directors adopted and approved the recommendation of the stockholders and will submit annual advisory votes on executive compensation to the stockholders beginning with the 2018 annual meeting of stockholders.
4.Approval of the Triumph Group, Inc. 2016 Directors’ Equity Compensation Plan. The stockholders approved the 2016 Directors’ Equity Compensation Plan. The stockholder votes were as follows:
For |
Against |
Abstain |
Broker Non-Votes |
34,455,516 |
4,386,985 |
289,731 |
5,719,440 |
5.Ratification of Independent Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018. The stockholder votes were as follows:
For |
Against |
Abstain |
44,302,349 |
440,142 |
109,181 |
Item 9.01Financial Statements and Exhibits.
Exhibit No. Description
10.1 |
Triumph Group, Inc. 2016 Directors’ Equity Compensation Plan (incorporated by reference to Exhibit 10.33 to the Company’s Form 10-K/A filed on May 26, 2017). |
About TRIUMPH GROUP,INC. (NYSE:TGI)
Triumph Group, Inc. designs, engineers, manufactures, repairs, overhauls and distributes a portfolio of aircraft components, accessories, subassemblies and systems. The Company offers a range of products and services to the aerospace industry through three segments: Triumph Aerostructures Group, whose companies are engaged in the design, manufacture, assembly and integration of metallic and composite aerostructures and structural components for the aerospace original equipment manufacturer (OEM) market; Triumph Aerospace Systems Group, whose companies design, engineer and manufacture a range of build-to-print components, assemblies and systems also for the OEM market, and Triumph Aftermarket Services Group, whose companies serve aircraft fleets, such as commercial airlines, the United States military and cargo carriers, through the maintenance, repair and overhaul (MRO) of aircraft components and accessories manufactured by third parties.