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

 

February 20, 2017

Date of Report (date of earliest event reported)

 

Cubic Corporation

(Exact name of registrant as specified in its charter)

 

Delaware
(State of incorporation or organization)

 

1-8931
(Commission File No.)

 

95-1678055
(I.R.S. Employer Identification No.)

 

9333 Balboa Avenue
San Diego, California
(Address of principal executive offices)

 

92123
(Zip Code)

 

Registrant’s telephone number, including area code: (858) 277-6780

 

N/A

(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:

 

o                                   Written communication 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 14-d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

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

 

 

 



 

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

 

Cubic Corporation (the “Company”) held its annual meeting of shareholders on February 20, 2017 (the “Annual Meeting”).  The Company’s shareholders voted on the following proposals at the Annual Meeting and cast their votes as follows:

 

1.  Election of Directors

 

Nominee for Director

 

For

 

Withheld

 

Walter C. Zable

 

22,592,516

 

1,977,547

 

Bruce G. Blakley

 

22,857,440

 

1,712,623

 

Maureen Breakiron-Evans

 

22,871,051

 

1,669,012

 

Bradley H. Feldmann

 

22,846,339

 

1,723,724

 

Edwin A. Guiles

 

22,857,838

 

1,712,225

 

Janice M. Hamby

 

22,500,595

 

2,069,468

 

Steven J. Norris

 

22,872,043

 

1,698,020

 

John H. Warner, Jr.

 

22,838,332

 

1,731,731

 

 

In accordance with the above results, each nominee was elected to serve as a director.

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

2. To approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

22,039,056

 

2,172,890

 

358,117

 

1,400,335

 

 

In accordance with the above results, the compensation of the Company’s named executive officers was approved on an advisory basis.

 

 

 

3 Years

 

2 Years

 

1 Year

 

Abstain

 

Broker
Non-Votes

 

3. To recommend, on an advisory basis, the frequency of holding future advisory votes on the compensation of the Company’s named executive officers.

 

3,667,020

 

62,946

 

20,782,560

 

57,537

 

1,400,335

 

 

In accordance with the above results, the recommendation to hold executive compensation votes every year was approved on an advisory basis, and the Board of Directors of the Company determined to hold future advisory votes on the compensation of the Company’s named executive officers every year.

 

 

 

For

 

Against

 

Abstain

 

4. To confirm the selection of Ernst & Young LLP as the Company’s independent registered public accountants for fiscal year 2017.

 

25,761,315

 

159,673

 

47,677

 

 

In accordance with the above results, the selection of Ernst & Young LLP was approved.

 

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SIGNATURES

 

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

 

 

Date: February 21, 2017

CUBIC CORPORATION

 

 

 

 

 

 

 

By:

/s/ James R. Edwards

 

Name:

James R. Edwards

 

Title:

Senior Vice President,

 

 

General Counsel & Secretary

 

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