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 2, 2016


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 2, 2016, TransDigm Group Incorporated ("the Company") conducted its Annual Meeting of Stockholders. At the meeting, Messrs. William Dries, Mervin Dunn, Michael Graff, W. Nicholas Howley, Raymond Laubenthal and Robert Small 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, 2016. The details of the vote are set forth below:
Proposal 1 – Election of Directors:
 
 
FOR
 
WITHHELD
William Dries
 
45,490,527

 
651,467

Mervin Dunn
 
44,292,162

 
1,849,832

Michael Graff
 
44,868,435

 
1,273,559

W. Nicholas Howley
 
44,634,529

 
1,507,465

Raymond Laubenthal
 
45,584,967

 
557,027

Robert Small
 
45,320,430

 
821,564

Proposal 2 – To conduct an advisory vote on compensation paid to the Company’s named executive officers:
FOR
 
41,500,510

AGAINST
 
4,625,286

ABSTAIN
 
16,198

BROKER NON-VOTES
 
1,605,131

Proposal 3 – To ratify the selection of Ernst & Young LLP as the Company's independent accountants for the fiscal year ending September 30, 2016:
FOR
 
47,214,000

AGAINST
 
520,384

ABSTAIN
 
12,741

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, 2016




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