Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2018

TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Delaware
 
001-32833
 
41-2101738
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
1301 East 9th Street, Suite 3000, Cleveland, Ohio
 
44114
(Address of principal executive offices)
 
(Zip Code)

(216) 706-2960
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 20, 2018, TransDigm Group Incorporated ("the Company") conducted its Annual Meeting of Stockholders. At the meeting, Messrs. David Barr, William Dries, Mervin Dunn, Michael Graff, Sean Hennessy, W. Nicholas Howley, Raymond Laubenthal, Gary E. McCullough, Douglas Peacock, Robert Small and John Staer were re-elected as directors of the Company. In addition, the stockholders, in an advisory vote, approved the compensation paid by the Company to its named executive officers; and ratified the Company’s selection of Ernst & Young LLP as its independent accountants for the fiscal year ending September 30, 2018. The details of the vote are set forth below:
Proposal 1 – Election of Directors:
 
 
FOR
 
WITHHELD
David Barr
 
43,418,707

 
4,320,017

William Dries
 
43,068,456

 
4,670,268

Mervin Dunn
 
41,003,824

 
6,734,900

Michael Graff
 
43,062,982

 
4,675,742

Sean P. Hennessy
 
44,988,033

 
2,750,691

W. Nicholas Howley
 
46,858,207

 
880,517

Raymond F. Laubenthal
 
47,266,523

 
472,201

Gary E. McCullough
 
45,558,429

 
2,180,295

Douglas W. Peacock
 
47,228,763

 
509,961

Robert J. Small
 
43,260,259

 
4,478,465

John Staer
 
43,099,555

 
4,639,169

Proposal 2 – To conduct an advisory vote on compensation paid to the Company’s named executive officers:
FOR
 
30,731,976

AGAINST
 
16,937,655

ABSTAIN
 
69,093

BROKER NON-VOTES
 
1,349,168

Proposal 3 – To ratify the selection of Ernst & Young LLP as the Company's independent accountants for the fiscal year ending September 30, 2018:
FOR
 
48,810,761

AGAINST
 
215,406

ABSTAIN
 
61,725

No other matters were brought before stockholders for a vote at the meeting.





SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
TRANSDIGM GROUP INCORPORATED
 
 
By:
/s/ James Skulina
 
James Skulina
 
Executive Vice President and Interim Chief Financial Officer
Dated:  March 20, 2018