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 1, 2017



TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)



 
 
 
 
 
Delaware
 
001-32833
 
41-2101738
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
1301 East 9th Street, Suite 3000, Cleveland, Ohio
 
44114
(Address of principal executive offices)
 
(Zip Code)

(216) 706-2960
(Registrant’s telephone number, including area code)

(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 registrants’ under any of the following provisions (see General Instruction A.2. below):

¨

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.
On March 1, 2017, TransDigm Group Incorporated ("the Company") conducted its Annual Meeting of Stockholders. At the meeting, Messrs. William Dries, Mervin Dunn, Michael Graff, Sean Hennessy, W. Nicholas Howley, Raymond Laubenthal, Douglas Peacock, Robert Small and John Staer were re-elected as directors of the Company. In addition, the stockholders, in an advisory vote, approved the compensation paid by the Company to its named executive officers; and ratified the Company’s selection of Ernst & Young LLP as its independent accountants for the fiscal year ending September 30, 2017. Finally, also in an advisory vote, stockholders, by a plurality, approved holding an advisory vote on the compensation paid by the Company to its named executive officers annually. The details of the vote are set forth below:
Proposal 1 – Election of Directors:
 
 
FOR
 
WITHHELD
William Dries
 
46,502,925

 
988,040

Mervin Dunn
 
45,163,089

 
2,327,876

Michael Graff
 
46,688,960

 
802,005

Sean P. Hennessy
 
46,891,010

 
599,955

W. Nicholas Howley
 
46,721,655

 
769,310

Raymond F. Laubenthal
 
46,901,008

 
589,957

Douglas W. Peacock
 
46,836,037

 
654,928

Robert J. Small
 
46,927,896

 
563,069

John Staer
 
46,508,633

 
982,332

Proposal 2 – To conduct an advisory vote on compensation paid to the Company’s named executive officers:
FOR
 
45,208,524

AGAINST
 
2,059,057

ABSTAIN
 
223,384

BROKER NON-VOTES
 
1,751,802

Proposal 3 – To conduct an advisory vote on how often to conduct an advisory vote on compensation paid to the Company’s named executive officers:
1 YEAR
 
31,525,249

2 YEARS
 
52,687

3 YEARS
 
11,843,296

ABSTAIN
 
4,069,650

Proposal 4 – To ratify the selection of Ernst & Young LLP as the Company's independent accountants for the fiscal year ending September 30, 2017:
FOR
 
48,760,035

AGAINST
 
272,608

ABSTAIN
 
210,124

No other matters were brought before stockholders for a vote at the meeting.





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.
 
TRANSDIGM GROUP INCORPORATED
 
 
By:
/s/ Terrance Paradie
 
Terrance Paradie
 
Executive Vice President and Chief Financial Officer
Dated:  March 2, 2017