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): January 2, 2018
TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware | 001-32833 | 41-2101738 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1301 East 9th Street, Suite 3000, Cleveland, Ohio | 44114 | |
(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)) |
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). ¨
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 |
TransDigm Group Incorporated (the “Company”) (NYSE: TDG) today announced that James Skulina, an Executive Vice President of the Company, has been appointed Interim Chief Financial Officer, effective immediately. Mr. Skulina replaces Terrance Paradie, who resigned for personal reasons. Mr. Paradie will remain an employee of the Company until April 2, 2018 and will be available to assist Mr. Skulina during the transition as needed. Mr. Paradie’s departure is unrelated to the Company’s financial condition, financial disclosure or strategic direction. The Company will initiate a search process to identify a permanent Chief Financial Officer. In the interim, Mr. Skulina will serve as the Company’s principal financial officer and principal accounting officer.
Mr. Skulina, age 58, has been with the Company since 1994. For the last six years, Mr. Skulina has been an Executive Vice President responsible for many of TransDigm’s existing businesses and new acquisitions. He has also served the Company in financial roles, including Corporate Controller and Controller for the Company’s AeroControlex business unit, and in other roles, including President of the Company’s Aero Fluid Products business. Mr. Skulina has an MBA from Cleveland State University and Bachelor of Accounting degree from Bowling Green State University.
Mr. Skulina is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Skulina is a party to a previously filed employment agreement with the Company on terms similar to those of other executive officers of the Company. For calendar year 2018, Mr. Skulina’s annual base salary will be $600,000. In addition, Mr. Skulina’s target incentive, pursuant to the Company’s annual cash incentive plan, will be 80% of his base salary.
Item 7.01 | Regulation FD Disclosure |
A copy of the January 2, 2018 press release announcing the foregoing is attached as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is being filed with this Current Report on Form 8-K:
99.1 | Press Release dated January 2, 2018. | |||
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.
TRANSDIGM GROUP INCORPORATED | ||
By | /s/ W. Nicholas Howley | |
W. Nicholas Howley | ||
Chairman and Chief Executive Officer | ||
Date: January 2, 2018
Exhibit Index
Exhibit No. | Description | ||||
Exhibit 99.1
TransDigm Group Incorporated Appoints James Skulina Interim CFO
CLEVELAND, January 2, 2018 - TransDigm Group Incorporated (NYSE: TDG), a leading global designer, producer and supplier of highly engineered aircraft components, today announced that James Skulina, an Executive Vice President of the Company, has been appointed Interim Chief Financial Officer, effective immediately. Mr. Skulina replaces Terrance Paradie, who resigned for personal reasons. Mr. Paradie will remain an employee of the Company until April 2, 2018 and will be available to assist Mr. Skulina during the transition as needed. Mr. Paradie’s departure is unrelated to the Company’s financial condition, financial disclosure or strategic direction. The Company will initiate a search process to identify a permanent Chief Financial Officer.
“Jim has been a key member of the TransDigm management team and closely involved in many of the significant developments at TDG for over 20 years. He has substantial experience as a financial and operating executive and we are pleased he has agreed to step in as our interim CFO,” said W. Nicholas Howley, TransDigm Group’s Chairman and CEO. “Our financial performance and outlook remain strong, and I am confident Jim will help guide us through a seamless transition as we search for a permanent successor.”
Mr. Skulina has been with the Company since 1994. For the last six years, Mr. Skulina has been an Executive Vice President responsible for many of TransDigm’s existing businesses and new acquisitions. He has also served the Company in financial roles, including Corporate Controller and Controller for the Company’s AeroControlex business unit, and in other roles, including President of the Company’s Aero Fluid Products business. Mr. Skulina has an MBA from Cleveland State University and Bachelor of Accounting degree from Bowling Green State University.
About TransDigm Group
TransDigm Group, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, databus and power controls, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seatbelts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems.
Contact: TransDigm Group Incorporated
Liza Sabol
Investor Relations
(216) 706-2945
ir@transdigm.com