tdg-20210318
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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 18, 2021
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,
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))
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 18, 2021, TransDigm Group Incorporated (the "Company") conducted its Annual Meeting of Stockholders (the "2021 Annual Meeting"). At the meeting, Messrs. David Barr, Mervin Dunn, Michael Graff, Sean Hennessy, W. Nicholas Howley, Raymond Laubenthal, Gary E. McCullough, Robert Small, John Staer and Kevin Stein and Ms. Michele Santana were re-elected as directors of the Company. In addition, Proposal 3 was approved as the stockholders, in an advisory vote, ratified the Company’s selection of Ernst & Young LLP as its independent accountants for the fiscal year ending September 30, 2021. Proposal 2 was not approved because it did not receive the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the 2021 Annual Meeting and entitled to vote thereon. The details of the vote are set forth below:
Proposal 1 – Election of Directors:
FORWITHHELD
David Barr48,096,884 1,112,877 
Mervin Dunn28,941,896 20,267,865 
Michael Graff30,721,336 18,488,425 
Sean Hennessy31,090,476 18,119,285 
W. Nicholas Howley45,009,799 4,199,962 
Raymond Laubenthal48,883,378 326,383 
Gary E. McCullough48,063,797 1,145,964 
Michele Santana48,159,166 1,050,595 
Robert Small31,250,666 17,959,095 
John Staer44,940,760 4,269,001 
Kevin Stein48,537,728 672,033 

Proposal 2 – To conduct an advisory vote on compensation paid to the Company’s named executive officers:
FOR21,147,676 
AGAINST28,045,658 
ABSTAIN16,427 
BROKER NON-VOTES1,330,840 

Proposal 3 – To ratify the selection of Ernst & Young LLP as the Company's independent accountants for the fiscal year ending September 30, 2021:
FOR50,303,806 
AGAINST223,322 
ABSTAIN13,473 

No other matters were brought before stockholders for a vote at the 2021 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/ Halle Fine Terrion
Halle Fine Terrion
General Counsel, Chief Compliance Officer and Secretary

Dated: March 24, 2021