false 0000040888 --12-31 0000040888 2022-06-30 2022-06-30

 

 

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): June 30, 2022

 

 

Aerojet Rocketdyne Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-01520   34-0244000

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

222 N. Pacific Coast Highway, Suite 500

El Segundo, California 90245

(Address of Principal Executive Offices) (Zip Code)

(310) 252-8100

(Registrant’s telephone number, including area code)

N/A

(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 (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))

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

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.10 per share   AJRD   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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

A special meeting of stockholders (the “Special Meeting”) of Aerojet Rocketdyne Holdings, Inc. (the “Company”) was held on June 30, 2022. As described in Item 5.07 below, at the Special Meeting, stockholders approved the removal, without cause, of all eight members of the Company’s previous Board of Directors (General Kevin P. Chilton (Ret.), Thomas A. Corcoran, Eileen P. Drake, James R. Henderson, Warren G. Lichtenstein, General Lance W. Lord (Ret.), Audrey McNiff and Martin Turchin) and elected a new eight-member Board of Directors consisting of Gail Baker, Marion C. Blakey, Maj. Gen. Charles F. Bolden (Ret.), General Kevin P. Chilton (Ret.), Thomas A. Corcoran, Eileen P. Drake, Deborah Lee James and General Lance W. Lord (Ret.).

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 30, 2022, the Board of Directors amended and restated Section 2.12 of the Company’s Second Amended and Restated Bylaws to provide that a representative of Debevoise & Plimpton LLP would preside over the Special Meeting as chairman of the meeting. The text of the amendment is attached as Exhibit 3.1 to this report.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the Company’s stockholders were asked to vote upon:

 

   

Proposal 1: The removal, without cause, of the eight members of the Board of Directors of the Company, subject to the approval of Proposal 2;

 

   

Proposal 2: The election of eight individuals as members of the Board of Directors of the Company, subject to the approval of Proposal 1; and

 

   

Proposal 3: Adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1 or Proposal 2.

The results of the matters voted on at the Special Meeting, as certified by the Inspector of Election of the Special Meeting, based on the presence in person or by proxy of holders of record of 66,310,998 shares of the 80,468,318 shares of the Company’s common stock entitled to vote, were as follows for the Proposals:

 

1.

Proposal 1 (Removal of Directors). The stockholders approved the removal, without cause, of General Kevin P. Chilton (Ret.), Thomas A. Corcoran, Eileen P. Drake, James R. Henderson, Warren G. Lichtenstein, General Lance W. Lord (Ret.), Audrey McNiff and Martin Turchin as members of the Board of Directors of the Company. The final votes on Proposal 1 are set forth below.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

65,016,714   1,028,804   265,480   0

 

2.

Proposal 2 (Election of Directors). The final votes for each nominee, by order of the votes For each nominee, are set forth below. As a result of being the eight nominees with the most For votes, each of Gail Baker, Marion C. Blakey, Maj. Gen. Charles F. Bolden (Ret.), General Kevin P. Chilton (Ret.), Thomas A. Corcoran, Eileen P. Drake, Deborah Lee James and General Lance W. Lord (Ret.) has been elected to serve as a member of the Board of Directors of the Company.


     FOR    Withhold    Broker Non-
Votes

Eileen P. Drake

   55,285,122    285,518    0

Maj. Gen. Charles F. Bolden, USMC (Ret.)

   49,905,193    250,838    0

Marion C. Blakey

   49,904,369    251,662    0

Deborah Lee James

   49,903,820    252,211    0

Gail Baker

   49,896,696    259,335    0

General Kevin P. Chilton, USAF (Ret.)

   49,649,571    506,460    0

General Lance W. Lord, USAF (Ret.)

   49,643,264    512,767    0

Thomas A. Corcoran

   49,643,119    512,912    0

Martin Turchin

   15,320,679    835,085    0

Vice Admiral Mathias W. Winter, USN (Ret.)

   15,318,185    837,579    0

Mark A. Tucker

   15,317,877    837,887    0

Joanne M. Maguire

   15,315,411    840,353    0

Heidi R. Wood

   15,309,295    846,469    0

Tina W. Jonas

   15,308,001    847,763    0

Warren G. Lichtenstein

   15,303,001    852,763    0

Aimee J. Nelson

   9,892,482    848,673    0

 

3.

Proposal 3 (Adjournment). The stockholders approved Proposal 3 (the final votes on Proposal 3 are set forth below). However, as there were sufficient votes at the Special Meeting for the approval of Proposal 1 and Proposal 2, the Special Meeting was not adjourned.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

51,340,981   6,804,441   8,165,576   0

 

Item 8.01

Other Events.

On July 6, 2022, the Company issued a press release announcing that at the Special Meeting, its stockholders had elected each of Gail Baker, Marion C. Blakey, Maj. Gen. Charles F. Bolden (Ret.), General Kevin P. Chilton (Ret.), Thomas A. Corcoran, Eileen P. Drake, Deborah Lee James and General Lance W. Lord (Ret.) to serve as a member of the Board of the Directors of the Company. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (d)

Exhibits

 

Exhibit
No.

  

Description

    3.1    Excerpt of Aerojet Rocketdyne Holdings, Inc. Second Amended and Restated Bylaws
  99.1    Aerojet Rocketdyne Holdings, Inc. press release dated July 6, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    AEROJET ROCKETDYNE HOLDINGS, INC.
  Date: July 6, 2022     By:  

/s/ Daniel L. Boehle

    Name:   Daniel L. Boehle
    Title:   Vice President, Chief Financial Officer
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