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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 8, 2024

ASTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
New York
 0-7087
16-0959303
(State of Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
130 Commerce Way
East Aurora, New York
14052
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (716) 805-1599
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $.01 par value per shareATRONASDAQ Stock Market
Securities registered pursuant to Section 12(g) of the Act: None
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 May 8, 2024, Astronics Corporation held its 2024 Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the following:
1.The election of the Board of Directors; and
2.The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the current fiscal year;
In accordance with the Company’s Restated Certificate of Incorporation, as amended, on all agenda items the holders of Astronics common shares and Class B shares voted together as one class, with each common share entitled to one vote and each Class B share entitled to ten votes.
The final voting results on each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:
1) Election of the Board of Directors. The nominees to the Board of Directors were elected based on the following votes:
ForWithheldBroker Non-Votes
Robert T. Brady54,574,6865,382,6448,828,005
Jeffry D. Frisby59,258,984698,3468,828,005
Peter J. Gundermann59,125,560831,7708,828,005
Warren C. Johnson53,592,4596,364,8718,828,005
Robert S. Keane50,947,4099,009,9218,828,005
Neil Y. Kim58,272,2871,685,0438,828,005
Mark Moran48,714,78311,242,5478,828,005
Linda O’Brien54,606,6115,350,7198,828,005

2) Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2024. A total of 67,976,704 votes were cast for the proposal, 792,158 votes were cast against it and 16,473 votes abstained. There were no broker non-votes on the proposal. The affirmative votes constituted more than a majority of the votes represented at the meeting, the number needed to approve the proposal.



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.

Astronics Corporation
Dated:May 8, 2024By:/s/ David C. Burney
Name:David C. Burney
Executive Vice President and Chief Financial Officer


v3.24.1.u1
Cover
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 08, 2024
Entity Registrant Name ASTRONICS CORPORATION
Entity Incorporation, State or Country Code NY
Entity File Number 0-7087
Entity Tax Identification Number 16-0959303
Entity Address, Address Line One 130 Commerce Way
Entity Address, City or Town East Aurora
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14052
City Area Code 716
Local Phone Number 805-1599
Title of 12(b) Security Common Stock, $.01 par value per share
Trading Symbol ATRO
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000008063
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