Current Report Filing (8-k)
April 28 2020 - 03:26PM
Edgar (US Regulatory)
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2020-04-22 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
Date of Report (Date of earliest event reported):
April 22, 2020
Spirit AeroSystems Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-33160 |
|
20-2436320 |
(State or other
jurisdiction of
incorporation) |
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
3801 South Oliver,
Wichita,
Kansas
67210
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (316)
526-9000
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 (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))
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. ¨
Securities registered pursuant to Section 12(b) of the
Act:
Title of each
class |
|
Trading
symbol |
|
Name of each
exchange on which registered |
Class A common
stock, par value $0.01 per share |
|
SPR |
|
New York Stock
Exchange |
Item 5.07 Submission of
Matters to a Vote of Security Holders
The following is a summary of
the voting results for each matter presented at the 2020 annual
meeting of stockholders of Spirit AeroSystems Holdings, Inc. (the
“Company”) held on April 22, 2020.
Proposal 1: Election of
Directors. The stockholders elected the ten nominees named in
the Company’s 2020 proxy statement to serve as directors until the
2021 annual meeting of stockholders and until the election and
qualification of his or her respective successor, subject to each
director’s earlier death or disability. The voting results for this
proposal are as follows:
Name of
Director |
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
Stephen A. Cambone |
|
83,706,028 |
|
104,500 |
|
453,023 |
|
4,016,505 |
Charles L. Chadwell |
|
79,926,519 |
|
4,290,767 |
|
46,265 |
|
4,016,505 |
Irene M. Esteves |
|
76,715,878 |
|
7,514,803 |
|
32,870 |
|
4,016,505 |
Paul E. Fulchino |
|
79,482,581 |
|
4,741,406 |
|
39,564 |
|
4,016,505 |
Thomas C. Gentile III |
|
82,593,190 |
|
1,638,921 |
|
31,440 |
|
4,016,505 |
Richard A. Gephardt |
|
82,334,614 |
|
1,857,470 |
|
71,467 |
|
4,016,505 |
Robert D. Johnson |
|
80,059,689 |
|
3,756,359 |
|
447,503 |
|
4,016,505 |
Ronald T. Kadish |
|
80,729,707 |
|
3,084,037 |
|
449,807 |
|
4,016,505 |
John L. Plueger |
|
83,578,191 |
|
231,556 |
|
453,804 |
|
4,016,505 |
Laura H. Wright |
|
83,564,671 |
|
258,031 |
|
440,849 |
|
4,016,505 |
Proposal 2: Advisory Vote
on Executive Compensation. The stockholders approved, on a
non-binding, advisory basis, the compensation of the Company’s
named executive officers. The voting results for this proposal are
as follows:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
65,090,953 |
|
19,116,963 |
|
55,635 |
|
4,016,505 |
Proposal 3: Ratification
of Selection of Independent Registered Public Accounting Firm.
The stockholders ratified the selection of Ernst & Young LLP as
the Company’s registered public accounting firm for fiscal year
2020. The voting results for this proposal are as
follows:
Votes For |
|
Votes Against |
|
Abstentions |
88,176,045 |
|
66,028 |
|
37,983 |
Proposal 4: Stockholder
Proposal to Let Stockholders Vote on Bylaw Amendments. The
stockholders did not approve the stockholder proposal regarding letting
stockholders approve Board-approved bylaw amendments. The voting
results for this proposal are as follows:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
2,311,806 |
|
81,886,633 |
|
65,112 |
|
4,016,505 |
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.
|
SPIRIT AEROSYSTEMS HOLDINGS, INC.
|
|
|
|
|
|
|
|
Date:
April 28, 2020 |
By: |
/s/ Stacy
Cozad |
|
|
|
Name: |
Stacy Cozad |
|
|
|
Title: |
Senior
Vice President, General Counsel, Corporate Secretary and Chief
Compliance Officer |
|
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