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): July 15, 2022
TRIUMPH GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 1-12235 | | 51-0347963 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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899 Cassatt Road, Suite 210, | | |
Berwyn, Pennsylvania | | 19312 |
(Address of principal executive offices) | | (Zip Code) |
(610) 251-1000
(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 (see General Instruction A.2. below):
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☐ | 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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $.001 per share | | TGI | | New York Stock Exchange |
Purchase Rights | | | | New 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 of Security Holders.
The Annual Meeting of stockholders of Triumph Group, Inc. (the “Company”) was virtually held via live audio webcast on July 15, 2022, beginning at 9:00 a.m. Eastern time. The total number of shares represented at the Annual Meeting or by valid proxy was 59,241,865 of the 64,672,068 shares of common stock outstanding and entitled to vote at the Annual Meeting, constituting a quorum.
The following proposals before the Company’s stockholders at the 2022 Annual Meeting, and the final results of voting on such proposals, are as provided below:
Proposal 1: Election of Directors. The following persons were elected as directors of the Company for a one year term, such term to continue until the next Annual Meeting of stockholders to be held in 2023 and until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation or removal:
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| Number of Votes | |
Candidate | For | Against | Abstain | Broker-Non-Votes |
Paul Bourgon | 54,731,761 | 1,320,598 | 4,573 | 3,184.933 |
Daniel J. Crowley | 54,680,721 | 1,298,422 | 77,789 | 3,184,933 |
Daniel P. Garton | 55,399,537 | 652,821 | 4,574 | 3,184,933 |
Barbara W. Humpton | 54,574,676 | 1,478,143 | 4,113 | 3,184,933 |
Neal J. Keating | 55,710,612 | 341,178 | 5,142 | 3,184,933 |
William L. Mansfield | 55,453,048 | 598,870 | 5,014 | 3,184,933 |
Colleen C. Repplier | 55,380,158 | 672,660 | 4,114 | 3,184,933 |
Larry O. Spencer | 54,658,270 | 1,394,090 | 4,572 | 3,184,933 |
Proposal 2: Approval, by Advisory Vote, of Compensation Paid to the Company’s Named Executive Officers for Fiscal Year 2022. The stockholders approved, by advisory vote, the compensation paid to the Company’s named executive officers for fiscal year 2022. The stockholder votes were as follows:
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For | Against | Abstain | Broker Non-Votes |
54,922,970 | 939,026 | 194,936 | 3,184,933 |
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023. The stockholder votes were as follows:
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For | Against | Abstain | Broker Non-Votes |
58,017,233 | 1,214,579 | 10,053 | None |
Proposal 4: Approval of the Tax Benefits Preservation Plan. The stockholders approved the Tax Benefits Preservation Plan. The stockholder votes were as follows:
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For | Against | Abstain | Broker Non-Votes |
40,206,316 | 15,836,601 | 14,015 | 3,184,933 |
Proposal 5: Stockholder Proposal to Adopt a Policy to Amend the Company’s Governing Documents so that Two Separate People Hold the Office of Chairman and Chief Executive Officer. The stockholders did not approve the stockholder proposal to adopt a policy to amend the Company’s governing documents so that two separate people hold the office of Chairman and Chief Executive Officer. The stockholder votes were as follows:
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For | Against | Abstain | Broker Non-Votes |
8,080,765 | 47,946,013 | 30,154 | 3,184,933 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | July 21, 2022 | TRIUMPH GROUP, INC. |
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| | By: | /s/ Jennifer H. Allen |
| | | Jennifer H. Allen |
| | | Chief Administrative Officer and Senior Vice President, General Counsel and Secretary |
