Current Report Filing (8-k)
February 18 2020 - 2:11PM
Edgar (US Regulatory)
0000026076
false
0000026076
2020-02-16
2020-02-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
February 17, 2020
Date of Report (date of earliest event reported)
Cubic Corporation
(Exact name of registrant as specified in
its charter)
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Delaware
(State of incorporation or organization)
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1-8931
(Commission File No.)
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95-1678055
(I.R.S. Employer Identification No.)
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9333 Balboa Avenue
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92123
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San Diego, California
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(Zip Code)
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(Address of principal executive offices)
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Registrant’s
telephone number, including area code: (858) 277-6780
N/A
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section 12(b) of
the Securities Exchange Act of 1934:
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Common Stock
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CUB
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New York Stock Exchange, Inc.
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Title of each class
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Trading symbol
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Name of exchange on which registered
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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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¨
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Written communication 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 14-d-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 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Cubic
Corporation (the “Company”) held its annual meeting of shareholders on February 17, 2020 (the “Annual Meeting”).
The Company’s shareholders voted on the following proposals at the Annual Meeting and cast their votes as follows:
1.
Election of Directors
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Nominee for Director
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For
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Withheld
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Prithviraj Banerjee
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27,437,891
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465,242
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Bruce G. Blakley
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26,198,726
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1,704,407
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Maureen Breakiron-Evans
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27,459,678
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443,455
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Denise L. Devine
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27,398,833
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504,300
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Bradley H. Feldmann
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26,108,968
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1,794,165
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Carolyn A. Flowers
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27,436,152
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466,981
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Janice M. Hamby
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26,976,652
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926,481
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David F. Melcher
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27,128,567
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774,566
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Steven J. Norris
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26,984,878
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918,255
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In
accordance with the above results, each nominee was elected to serve as a director.
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For
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Against
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Abstain
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Broker
Non-Votes
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2. To approve, on an advisory
basis, the compensation of the Company’s named executive officers.
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25,511,612
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2,338,932
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52,589
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1,640,925
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In accordance with the
above results, the compensation of the Company’s named executive officers was approved on an advisory basis.
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For
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Against
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Abstain
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3. To ratify
the selection of Ernst & Young LLP as the Company’s independent registered public accountants for fiscal year 2020.
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27,465,175
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2,066,273
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12,610
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In
accordance with the above results, the selection of Ernst & Young LLP was approved.
Item
8.01 Other Events.
On
February 17, 2020, Bradley H. Feldmann was re-appointed the Chairman of the Board of Directors of the Company and David L. Melcher
was re-appointed the Lead Independent Director.
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.
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Date: February 18, 2020
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CUBIC CORPORATION
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By:
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/s/ Hilary L. Hageman
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Name:
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Hilary L. Hageman
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Title:
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Senior Vice President,
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General Counsel & Corporate Secretary
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