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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): March 7, 2024
TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware001-3283341-2101738
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1301 East 9th Street,Suite 3000,Cleveland,Ohio44114
(Address of principal executive offices)(Zip Code)
(216) 706-2960
(Registrant’s telephone number, including area code)

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:
☐
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:Name of each exchange on which registered:
Common Stock, $0.01 par valueTDGNew 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 5.07.Submission of Matters to a Vote Security Holders.
On March 7, 2024, TransDigm Group Incorporated (the “Company”) conducted its Annual Meeting of Shareholders (the “2024 Annual Meeting”). At the meeting, Messrs. David A. Barr, Michael Graff, Sean P. Hennessy, W. Nicholas Howley, Gary E. McCullough, Robert J. Small, Kevin M. Stein, Jorge L. Valladares III and Mses. Jane M. Cronin and Michele L. Santana were re-elected as directors of the Company. In addition, the shareholders ratified the Company’s selection of Ernst & Young LLP as its independent registered public accounting firm and as the auditors of the Company's consolidated financial statements for the fiscal year ending September 30, 2024 and, in an advisory vote, approved the compensation paid by the Company to its named executive officers. The details of the vote are set forth below:
Proposal No. 1 – Election of Ten Director Nominees to the Company's Board of Directors:
FORWITHHELDBROKER NON-VOTES
David A. Barr47,076,240 3,800,138 1,388,064 
Jane M. Cronin49,453,076 1,423,302 1,388,064 
Michael Graff49,008,753 1,867,625 1,388,064 
Sean P. Hennessy49,495,399 1,380,979 1,388,064 
W. Nicholas Howley49,797,656 1,078,722 1,388,064 
Gary E. McCullough44,526,249 6,350,129 1,388,064 
Michele L. Santana49,456,990 1,419,388 1,388,064 
Robert J. Small44,835,081 6,041,297 1,388,064 
Kevin M. Stein50,008,841 867,537 1,388,064 
Jorge L. Valladares III50,139,234 737,144 1,388,064 
Proposal No. 2 – Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2024:
FOR51,430,774 
AGAINST802,525 
ABSTAIN31,143 
Proposal No. 3 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers:
FOR35,019,795 
AGAINST15,813,659 
ABSTAIN42,924 
BROKER NON-VOTES1,388,064 

No other matters were brought before shareholders for a vote at the 2024 Annual 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/ Jessica L. Warren
Name:Jessica L. Warren
Title:General Counsel, Chief Compliance Officer and Secretary

Dated: March 8, 2024


v3.24.0.1
Document and Entity Information
Mar. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 07, 2024
Entity Registrant Name TransDigm Group Incorporated
Entity Incorporation, State or Country Code DE
Entity File Number 001-32833
Entity Tax Identification Number 41-2101738
Entity Address, Address Line One 1301 East 9th Street,
Entity Address, Address Line Two Suite 3000,
Entity Address, City or Town Cleveland,
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44114
City Area Code 216
Local Phone Number 706-2960
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol TDG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001260221
Amendment Flag false
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