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 21, 2014

HEICO Corporation
(Exact name of registrant as specified in its charter)

Florida
 
1-4604
 
65-0341002
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

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:

¨
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))







Item 5.07    Submission of Matters to a Vote of Security Holders.

HEICO Corporation (the “Company”) held its Annual Meeting of Shareholders on Friday, March 21, 2014. The shareholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed February 18, 2014.

Proposal 1:    Proposal to Elect Directors

The Company’s shareholders elected all nine director nominees to serve until the next annual meeting of shareholders or until a successor is elected and qualified. The result of the vote is set forth in the table below:

Director
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Adolfo Henriques
 
24,717,956
 
107,995
 
4,824,051
Samuel L. Higginbottom
 
23,529,891
 
1,296,060
 
4,824,051
Mark H. Hildebrandt
 
24,712,865
 
113,086
 
4,824,051
Wolfgang Mayrhuber
 
22,848,881
 
1,977,070
 
4,824,051
Eric A. Mendelson
 
23,598,430
 
1,227,521
 
4,824,051
Laurans A. Mendelson
 
24,286,767
 
539,184
 
4,824,051
Victor H. Mendelson
 
23,594,445
 
1,231,506
 
4,824,051
Dr. Alan Schriesheim
 
24,481,708
 
344,243
 
4,824,051
Frank J. Schwitter
 
24,716,864
 
109,087
 
4,824,051

Proposal 2:    Advisory Vote on Executive Compensation

The Company’s shareholders held a non-binding, advisory vote on executive compensation. The result of the vote is set forth in the table below:

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
24,511,193
 
149,458
 
165,300
 
4,824,051

Proposal 3:    Ratification of Independent Registered Public Accounting Firm

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, 2014. The result of the vote is set forth in the table below:

For
 
Against
 
Abstain
 
 
 
 
 
29,241,751
 
315,368
 
92,883




1





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.


 
 
HEICO CORPORATION
 
 
 
 
Date:
March 24, 2014
By:
/s/ CARLOS L. MACAU, JR.
 
 
 
Carlos L. Macau, Jr.
Executive Vice President - Chief Financial Officer
(Principal Financial Officer)




2