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): April 27, 2016
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Aerojet Rocketdyne Holdings, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-01520
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34-0244000
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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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2001 Aerojet Road, Rancho Cordova, California
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95742
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (916) 355-4000
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(Former name or former address, if changed since last report.)
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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)
¨ 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))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Aerojet Rocketdyne Holdings, Inc. (the “Company”) held its 2016 annual meeting of stockholders (the “Annual Meeting”) on April 27, 2016 virtually, conducted via a live webcast. At the Annual Meeting, the Company’s stockholders were asked to vote upon:
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1.
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The election of eight directors to the Company’s Board of Directors to serve until the 2017 annual meeting of stockholders. The nominees for election were Thomas A. Corcoran, Eileen P. Drake, James R. Henderson, Warren G. Lichtenstein, Lance W. Lord, Merrill A. McPeak, James H. Perry and Martin Turchin;
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2.
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An advisory vote to approve a resolution to approve executive compensation; and
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3.
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The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending December 31, 2016.
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The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 61,264,286 shares of the 64,451,783 shares of the Company’s common stock entitled to vote, were as follows:
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1.
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The election of each of Ms. Drake and Messrs. Corcoran, Henderson, Lichtenstein, Lord, McPeak, Perry and Turchin as directors of the Company to serve until the 2017 annual meeting of stockholders, and until his or her successor is elected and qualified, was approved as follows:
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For
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Withheld
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Broker Non-Votes
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Thomas A. Corcoran
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51,150,692 | 6,637,240 | 3,476,354 | ||||||||||||
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Eileen P. Drake
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51,069,962 | 6,717,970 | 3,476,354 | ||||||||||||
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James R. Henderson
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38,228,709 | 19,559,223 | 3,476,354 | ||||||||||||
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Warren G. Lichtenstein
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36,890,611 | 20,897,321 | 3,476,354 | ||||||||||||
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Lance W. Lord
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40,707,161 | 17,080,771 | 3,476,354 | ||||||||||||
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Merrill A. McPeak
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51,096,452 | 6,691,480 | 3,476,354 | ||||||||||||
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James H. Perry
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39,371,811 | 18,416,121 | 3,476,354 | ||||||||||||
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Martin Turchin
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40,262,635 | 17,525,297 | 3,476,354 | ||||||||||||
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2.
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The stockholders approved an advisory resolution on executive compensation. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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55,616,053
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1,724,353
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447,526
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3,476,354
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3.
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The stockholders ratified the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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60,055,342
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904,834
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304,110
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0
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SIGNATURES
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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April 28, 2016
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AEROJET ROCKETDYNE HOLDINGS, INC.
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By:
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/s/ Kathleen E. Redd
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Name:
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Kathleen E. Redd
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Title:
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Vice President, Chief Financial Officer and Assistant Secretary
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