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): October 26, 2018

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 9 th  Street, Suite 3000, Cleveland, Ohio
 
44114
(Address of principal executive offices)
 
(Zip Code)

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

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:

¨

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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

TransDigm Group Incorporated (the “Company”) (NYSE: TDG) today announced that Douglas Peacock will not stand for re-election at the Company’s 2019 Annual Shareholder Meeting ("Annual Meeting") and will retire as a director and become a director emeritus of the Company effective immediately following the Annual Meeting. As director emeritus, Mr. Peacock will not have any voting rights but will have the right to attend board meetings. Mr. Peacock will also be available to the Company for consultation regarding key business and strategic matters and will enter into a consulting agreement with the Company in connection therewith.

Item 7.01
Regulation FD Disclosure

A copy of the October 26, 2018 press release announcing the foregoing is attached as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being filed with this Current Report on Form 8-K:

99.1
Press Release dated October 26, 2018.





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.

 
 
 
TRANSDIGM GROUP INCORPORATED
 
 
By
 
/s/ Halle Fine Terrion
 
 
Halle Fine Terrion
 
 
General Counsel, Chief Compliance Officer and Secretary

Date: October 26, 2018




Exhibit Index

Exhibit No.
 
Description
 
 
 
 





TRANSDIGMLOGOA11.JPG
Douglas Peacock, TransDigm Co-Founder, to Move into Director Emeritus and Strategic Consultant Role

CLEVELAND, October 26, 2018 /PRNewswire/ -- TransDigm Group Incorporated (NYSE: TDG) announced today that as part of its ongoing succession planning process, Mr. Douglas Peacock has offered to retire and become a Director Emeritus of the Company. Consequently, Mr. Peacock will not stand for re-election at the Company’s 2019 Annual Shareholder Meeting. The TransDigm Board of Directors has agreed to accept Mr. Peacock’s retirement and create the role of Director Emeritus. The change will be effective immediately following the 2019 Annual Shareholder Meeting. As Director Emeritus, Mr. Peacock will not have any voting rights but will have the right to attend all board meetings. Mr. Peacock will also be available to the Company for consultation regarding key business and strategic matters.

Mr. Peacock has been a member of the Board of Directors of the Company for 25 years - since the founding of the business in 1993. He was Chairman and Chief Executive Officer of TransDigm Inc. from its formation until 2001 and Chairman until 2003.

Mr. Howley, Executive Chairman of TransDigm, stated, “Doug and I founded TransDigm in 1993. Doug has been a major driving force behind the performance and culture of the Company since its inception. Doug has been both a mentor and partner to me for my entire TransDigm career. I, along with the entire Board of Directors, am delighted that he has agreed to continue in his new role and offer ongoing advice and guidance.”

About TransDigm
TransDigm Group Incorporated, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seatbelts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems.

Contact:     Liza Sabol
    Director of Investor Relations
    (216) 706-2945
     ir@transdigm.com