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 13, 2014

 

 

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 2014 Annual Meeting of Stockholders on May 13, 2014.  Matters submitted to a vote of the stockholders at that meeting and the final voting results were as follows:

 

1.              Election of Directors.  The three directors identified below were elected to serve as Class I directors for a three-year term expiring at the 2017 annual stockholders’ meeting.  Voting results were as follows:

 

 

 

For

 

Against or
Withheld

 

Broker 
Nonvotes

 

 

 

 

 

 

 

 

 

Francois J. Castaing

 

92,488,277

 

4,980,497

 

4,227,746

 

Michael R. Gambrell

 

96,494,939

 

973,835

 

4,227,746

 

David W. Meline

 

94,557,563

 

2,911,211

 

4,227,746

 

 

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 2014 was ratified.  Voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker
Nonvotes

 

 

 

 

 

 

 

 

 

101,050,973

 

494,056

 

151,491

 

None

 

 

3.              Advisory Vote on Executive Compensation.  The advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement was not approved.  Voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker
Nonvotes

 

 

 

 

 

 

 

 

 

42,552,075

 

54,730,418

 

186,281

 

4,227,746

 

 

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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 16, 2014

By:

/s/ Joseph S. Cantie

 

 

Joseph S. Cantie

 

 

Executive Vice President and Chief Financial Officer

 

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