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 28, 2011
HEICO Corporation
(Exact name of registrant as specified in its charter)
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Florida
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1-4604
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65-0341002
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3000 Taft Street, Hollywood, Florida 33021
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (954) 987-4000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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HEICO Corporation (the “Company”) held its Annual Meeting of Shareholders on Monday, March 28, 2011 at the JW Marriott, 1109 Brickell Avenue, Miami, FL 33131 at 10:00 a.m. The shareholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed February 17, 2011.
Proposal 1
At the Annual Meeting of Shareholders held on March 28, 2011, the Company’s shareholders elected nine directors. The number of votes cast for and withheld for each nominee for director was as follows:
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Director
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For
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Withheld
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Adolfo Henriques
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13,392,206
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188,256
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Samuel L. Higginbottom
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11,967,720
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1,612,742
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Mark H. Hildebrandt
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13,224,654
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355,808
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Wolfgang Mayrhuber
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12,028,761
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1,551,701
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Eric A. Mendelson
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13,155,220
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425,242
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Laurans A. Mendelson
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13,137,086
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443,376
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Victor H. Mendelson
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13,155,220
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425,242
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Dr. Alan Schriesheim
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13,184,482
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395,980
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Frank J. Schwitter
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13,291,069
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289,393
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Broker Non-Votes: 1,099,167 shares for each director
Proposal 2
The Company’s shareholders held a non-binding, advisory vote on executive compensation. The result of the vote was as follows:
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For
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Against
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Abstain
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12,060,985
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1,331,540
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187,937
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Broker Non-Votes: 1,099,167
1
Proposal 3
The Company’s shareholders held a non-binding, advisory vote on the frequency of holding future advisory votes on executive compensation. The result of the vote was as follows:
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Three Years
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Two Years
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One Year
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Abstain
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6,735,107
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81,249
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6,535,551
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228,555
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Broker Non-Votes: 1,099,167
Proposal 4
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2011. The result of the vote was as follows:
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For
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Against
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Abstain
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14,540,739
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60,551
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78,339
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Broker Non-Votes: 0
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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.
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HEICO CORPORATION
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Date:
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March 31, 2011
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By:
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/s/ THOMAS S. IRWIN
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Thomas S. Irwin
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Executive Vice President and
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Chief Financial Officer
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(Principal Financial and
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Accounting Officer)
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