Wesco Aircraft Holdings,Inc. (NYSE:WAIR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Wesco Aircraft Holdings,Inc. (NYSE:WAIR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As disclosed below in Item 5.07 of this Current Report on Form8-K, at the 2019 annual meeting of stockholders of Wesco Aircraft Holdings,Inc. (the “Company”) held on January24, 2019 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “Amendment”) to the Wesco Aircraft Holdings,Inc. 2014 Incentive Award Plan (the “Plan”).

The Amendment increases the number of shares authorized for issuance under the Plan by 5,000,000, bringing the total number of shares authorized for issuance under the Plan after September30, 2014 from 7,000,819 to 12,000,819. No other changes were made to the Plan.

Additional details regarding the Plan and the Amendment are included in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on December14, 2018 and is available on the SEC’s website at www.sec.gov. The foregoing descriptions of the Plan and the Amendment are qualified by reference to the full text of the Plan and the Amendment, which are included as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated into this Item 5.02 by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a) On January24, 2019, the Company held the Annual Meeting.

(b) At the Annual Meeting, the Company’s stockholders considered and voted upon the following proposals:

1.

The election of three directors (Paul E. Fulchino, Scott E. Kuechle and Robert D. Paulson) to serve as ClassII directors for a term of three years and until their successors are duly elected and qualified;

2.

The approval, by a non-binding advisory vote, of the Company’s executive compensation;

3.

The approval of the Amendment; and

4.

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending September30, 2019 (“fiscal 2019”).

Proposal 1 – Election of Directors

The following table sets forth the number of votes in favor, the number of votes withheld and the number of broker non-votes with respect to Proposal 1, the election of ClassII directors:

Director

VotesinFavor

VotesWithheld

BrokerNon-Votes

Paul E. Fulchino

85,545,528

4,190,936

2,611,053

Scott E. Kuechle

86,396,352

3,340,112

2,611,053

Robert D. Paulson

85,501,764

4,234,700

2,611,053

Proposal 2 – Approval on an Advisory Basis of the Company’s Executive Compensation

The following table sets forth the number of votes in favor, the number of votes against, the number of abstentions and the number of broker non-votes with respect to Proposal 2, the approval, by a non-binding advisory vote, of the Company’s executive compensation:

VotesinFavor

VotesAgainst

Abstentions

BrokerNon-Votes

86,014,617

3,662,841

59,006

2,611,053

Proposal 3 – Approval of the Amendment

The following table sets forth the number of votes in favor, the number of votes against, the number of abstentions and the number of broker non-votes with respect to Proposal 3, the approval of the Amendment:

VotesinFavor

VotesAgainst

Abstentions

BrokerNon-Votes

78,298,948

11,357,790

79,726

2,611,053

Proposal 4 – Ratification of Appointment of Independent Auditors

The following table sets forth the number of votes in favor, the number of votes against and the number of abstentions with respect to Proposal 4, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal 2019:

VotesinFavor

VotesAgainst

Abstentions

89,663,447

2,684,062

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

About Wesco Aircraft Holdings,Inc. (NYSE:WAIR)

Wesco Aircraft Holdings, Inc. is a distributor and provider of supply chain management services to the global aerospace industry. The Company operates through two segments: North America and Rest of World. As of September 30, 2016, the Company supplied over 565,000 active stock-keeping units (SKUs), including C-class hardware, chemicals, electronic components, bearings, tools and machined parts. The Company’s products include Hardware, Chemicals, Electronic Components, Bearings and Other Products. Its Services include Quality Assurance, Kitting and JIT Supply Chain Management. It caters to commercial, military and general aviation sectors, including the original equipment manufacturers (OEMs) and their subcontractors, through which it supports various Western aircraft programs, and also sells products to airline-affiliated and independent maintenance, repair and overhaul (MRO) providers. It also services industrial customers.

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