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Wesco Aircraft Holdings,Inc. (NYSE:WAIR) Files An 8-K Submission of Matters to a Vote of Security Holders

Wesco Aircraft Holdings,Inc. (NYSE:WAIR) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07

Submission of Matters to a Vote of Security Holders.

(a)On January25, 2018, Wesco Aircraft Holdings,Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).

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

1.

The election of four directors (Dayne A. Baird, Jay L. Haberland, Jennifer M. Pollino and Todd S. Renehan) to serve as ClassI 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 recommendation, by a non-binding advisory vote, of the frequency of future advisory votes to approve the Company’s executive compensation; and

4.

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending September30, 2018 (“fiscal 2018”).

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 ClassI directors:

Director

VotesinFavor

VotesWithheld

BrokerNon-Votes

Dayne A. Baird

69,300,566

19,267,491

2,488,567

Jay L. Haberland

83,585,640

4,982,417

2,488,567

Jennifer M. Pollino

83,585,785

4,982,272

2,488,567

Todd S. Renehan

86,577,520

1,990,537

2,488,567

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

87,828,967

717,972

21,118

2,488,567

Proposal 3 – Recommendation on the Frequency of Future Advisory Votes to Approve the Company’s Executive Compensation

The following table sets forth the number of votes for “Every Year,” “Every Other Year,” “Every Three Years” and the number of abstentions and broker non-votes with respect to Proposal 3, the recommendation, by a non-binding advisory vote, of the frequency of future advisory votes to approve the Company’s executive compensation:

Every Year

Every Other Year

Every Three Years

Abstentions

Broker Non-Votes

77,314,426

21,545

8,426,893

2,805,193

2,488,567

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 the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal 2018:

VotesinFavor

VotesAgainst

Abstentions

89,697,902

1,351,838

6,884

(d) At the Annual Meeting, the stockholders voted, on an advisory basis, to hold future advisory votes to approve the Company’s executive compensation on an annual basis, as recommended by the Company’s Board of Directors. In accordance with these voting results, the Company intends to hold an advisory vote on its executive compensation annually until the next required vote on the frequency of such an advisory vote, which will occur no later than the Company’s 2024 annual meeting of stockholders.

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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