UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 12, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of principal executive offices) | (Zip Code) | ||||
(216 ) 706-2960
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Not Applicable
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Emerging Growth Company ☐
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Item 5.02. | Departure of Director of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective June 12, 2020, William Dries, a member of the Board of Directors (the “Board”) of TransDigm Group Incorporated (the “Company”), resigned from the Board and as a member of the Board’s Audit Committee and Nominating and Corporate Governance Committee. Mr. Dries stated that he is resigning from the Board for health reasons and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
As a result of his resignation, Mr. Dries’ name has been withdrawn from nomination for re-election to the Board at the Company’s annual meeting of stockholders to be held June 29, 2020 (the “Annual Meeting”). Following Mr. Dries’ resignation, the Board reduced the number of members of the Board by one, to eleven directors, and at the Annual Meeting, eleven rather than twelve directors will be nominated for election to the Board.
Other than Mr. Dries, the nominees named in the Company’s Notice of Annual Meeting and Proxy Statement (the “2020 Proxy Statement”) will stand for election at the 2020 Annual Meeting. Notwithstanding Mr. Dries’ resignation and withdrawal, the proxy votes already returned by stockholders will remain valid and will be voted at the Annual Meeting unless revoked, except that votes will not be cast for Mr. Dries.
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/ Michael Lisman | |
Michael Lisman | ||
Chief Financial Officer (Principal Financial Officer) | ||
Date: June 15, 2020