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)   May 14, 2013

 

 

TRW Automotive Holdings Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-31970

 

81-0597059

(Commission File Number)

 

(IRS Employer Identification No.)

 

12001 Tech Center Drive, Livonia, Michigan

 

48150

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code   (734) 855-2600

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

TRW Automotive Holdings Corp. (the “Company”) held its 2013 Annual Meeting of Stockholders on May 14, 2013.  Matters submitted to a vote of the stockholders at that meeting and the final voting results were as follows:

 

1.              Election of Directors.  The four directors identified below were elected to serve as Class III directors for a three-year term expiring at the 2016 annual stockholders’ meeting.  Voting results were as follows:

 

 

 

For

 

Withheld

 

Broker
Nonvotes

 

 

 

 

 

 

 

 

 

Jody G. Miller

 

92,344,344

 

9,458,692

 

6,145,027

 

John C. Plant

 

96,989,556

 

4,813,480

 

6,145,027

 

Neil P. Simpkins

 

96,207,841

 

5,595,195

 

6,145,027

 

 

2.              Ratification of the Selection of Independent Public Accountants.  The selection of Ernst & Young LLP, an independent registered public accounting firm, to audit the consolidated financial statements of the Company for 2013 was ratified.  Voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker
Nonvotes

 

 

 

 

 

 

 

 

 

99,989,564

 

7,860,195

 

98,304

 

0

 

 

3.              Advisory Vote on Executive Compensation.  The compensation of the Company’s named executive officers as disclosed in the proxy statement was approved on an advisory basis.  Voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker
Nonvotes

 

 

 

 

 

 

 

 

 

94,978,070

 

6,740,303

 

84,663

 

6,145,027

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

TRW AUTOMOTIVE HOLDINGS CORP.

 

 

 

 

Dated: May 17, 2013

By:

/s/ Joseph S. Cantie

 

 

Joseph S. Cantie

 

 

Executive Vice President and Chief Financial Officer

 

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