TransDigm Group INC (Form: 8-K, Received: 03/23/2020 08:36:57)

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 23, 2020

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)

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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Common Stock, $0.01 par value	TDG	New York Stock Exchange

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 8.01.	Other Information.

Postponement of 2020 Annual Meeting

On February 10, 2020, the Company filed with the Securities and Exchange Commission and made available to its stockholders of record a proxy statement (the “Proxy Statement”) for the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, March 24, 2020. Because of restrictions on the conduct of non-essential business implemented yesterday by the Governor of Ohio in response to the COVID-19 crisis, the Company is postponing the Annual Meeting to a later date to be determined. Once determined by the Board of Directors, the Company will announce the record date and the new date, time and location of the Annual Meeting and the applicable time periods for stockholder proposals and director nominations. The Company is assessing its options including the possibility of holding a virtual or hybrid meeting with a view to protect the health and safety of its employees, shareholders and others who usually attend the annual meeting.



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 March 23, 2020.

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/ Michael Lisman
		Michael Lisman
		Chief Financial Officer (Principal Financial Officer)
		Chief Financial Officer (Principal Financial Officer)

Date: March 23, 2020

Exhibit Index



Exhibit No.		Description
99.1		Press Release dated March 23, 2020