Current Report Filing (8-k)
May 05 2016 - 4:44PM
Edgar (US Regulatory)
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): May 3, 2016
L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
(Exact names of registrants as specified in their charters)
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DELAWARE
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001-14141
333-46983
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13-3937434
13-3937436
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(State or other jurisdiction
of incorporation)
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(Commission
File Numbers)
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(IRS Employer
Identification Nos.)
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600 THIRD AVENUE, NEW YORK, NEW YORK
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10016
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (212) 697-1111
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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 3, 2016, L-3 Communications Holdings, Inc.
(the Company) held its 2016 Annual Meeting as described in the definitive proxy statement for the Annual Meeting filed on March 23, 2016. A quorum was present at the meeting as required by the Companys Amended and Restated Bylaws.
The chart below sets forth the number of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the shareholders:
Proposal 1 Election of Directors
The
following ten directors were elected to the Board of Directors of the Company to serve as directors until the 2017 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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Claude R. Canizares
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64,579,343
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1,208,232
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598,349
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6,185,078
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Thomas A. Corcoran
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64,372,786
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1,450,949
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562,189
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6,185,078
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Ann E. Dunwoody
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65,071,265
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879,649
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435,010
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6,185,078
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Lewis Kramer
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64,529,755
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1,260,930
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595,239
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6,185,078
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Robert B. Millard
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64,318,576
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1,491,524
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575,824
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6,185,078
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Lloyd W. Newton
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64,756,724
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1,022,763
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606,437
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6,185,078
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Vincent Pagano, Jr.
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64,308,277
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1,522,477
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555,170
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6,185,078
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H. Hugh Shelton
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64,759,303
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1,027,584
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599,037
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6,185,078
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Arthur L. Simon
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64,371,407
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1,425,824
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588,693
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6,185,078
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Michael T. Strianese
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63,298,152
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2,345,893
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741,879
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6,185,078
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Proposal 2 Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm
The appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending
December 31, 2016 was ratified.
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Votes
For
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Votes
Against
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Votes
Abstained
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70,789,931
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1,477,810
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303,261
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Proposal 3 Approve, in a non-binding, advisory vote, the compensation paid to our named executive
officers
The shareholders approved in a non-binding, advisory vote, the compensation paid to our named executive officers.
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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62,303,014
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3,212,365
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870,545
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6,185,078
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Proposal 4 Approve an amendment to the L-3 Communications Holdings, Inc. Amended and Restated 2008 Long Term
Performance Plan
The shareholders approved an amendment to the L-3 Communications Holdings, Inc. Amended and Restated 2008 Long Term Performance
Plan.
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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57,568,944
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8,292,788
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524,192
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6,185,078
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Proposal 5 Adopt an Agreement and Plan of Merger effecting the elimination of the Companys holding company
structure
The shareholders adopted an Agreement and Plan of Merger effecting the elimination of the Companys holding company structure.
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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64,936,060
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926,978
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522,886
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6,185,078
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Proposal 6 Consider a shareholder proposal to amend and restate the Companys Amended and Restated
Certificate of Incorporation to permit shareholders to take action by written consent
The shareholders did not approve the shareholder proposal to
permit shareholders to take action by written consent.
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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43,359,066
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21,469,150
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1,557,708
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6,185,078
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
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L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
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By:
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/s/ Allen E. Danzig
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Name:
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Allen E. Danzig
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Title:
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Vice President, Assistant General Counsel and Assistant Secretary
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Dated: May 5, 2016
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