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 12, 2019

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).
Emerging Growth Company ¨
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 5.07 Submission of Matters to a Vote of Security Holders.
On March 12, 2019, TransDigm Group Incorporated ("the Company") conducted its Annual Meeting of Stockholders. At the meeting, Messrs. David Barr, William Dries, Mervin Dunn, Michael Graff, Sean Hennessy, W. Nicholas Howley, Raymond Laubenthal, Gary E. McCullough, Robert Small, John Staer and Kevin Stein and Ms. Michelle Santana 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; ratified the Company’s selection of Ernst & Young LLP as its independent accountants for the fiscal year ending September 30, 2019; and did not approve the greenhouse gas emissions stockholder proposal. The details of the vote are set forth below:
Proposal 1 – Election of Directors:
 
 
FOR
 
WITHHELD
David Barr
 
46,974,129

 
605,621

William Dries
 
46,971,528

 
608,222

Mervin Dunn
 
44,823,898

 
2,755,852

Michael Graff
 
44,704,137

 
2,875,613

Sean P. Hennessy
 
46,575,075

 
1,004,675

W. Nicholas Howley
 
46,660,061

 
919,689

Raymond F. Laubenthal
 
47,244,844

 
334,906

Gary E. McCullough
 
47,263,970

 
315,780

Michelle Santana
 
47,298,883

 
280,867

Robert Small
 
46,916,629

 
663,121

John Staer
 
46,973,716

 
606,034

Kevin Stein
 
47,211,326

 
368,424

Proposal 2 – To conduct an advisory vote on compensation paid to the Company’s named executive officers:
FOR
 
32,090,889

AGAINST
 
15,463,843

ABSTAIN
 
25,018

BROKER NON-VOTES
 
1,679,314

Proposal 3 – To ratify the selection of Ernst & Young LLP as the Company's independent accountants for the fiscal year ending September 30, 2019:
FOR
 
48,889,278

AGAINST
 
336,720

ABSTAIN
 
33,066

Proposal 4 – To adopt greenhouse gas emissions reduction targets:
FOR
 
16,330,970

AGAINST
 
30,493,523

ABSTAIN
 
755,257

BROKER NON-VOTES
 
1,679,314

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





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: March 12, 2019