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): April 1, 2020
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:
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Richard Goglia was appointed to the Company's Board of Directors and was named to the Audit Committee and the Finance Committee of the Board of Directors effective April 1, 2020.
Mr. Goglia served as Corporate Treasurer for seventeen years at the Raytheon Company (“Raytheon”), a premier aerospace and defense company with global manufacturing capabilities and customers. From 2004 to 2008, Mr. Goglia served as Raytheon’s head of corporate development. Mr. Goglia also served as Raytheon’s Chief Investment Officer from 2004 to 2015. Prior to joining Raytheon, Mr. Goglia served as a Senior Vice President at GE Capital, a subsidiary of the General Electric Company.
There are no related person transactions between the Company or any of its subsidiaries and Mr. Goglia.
Mr. Goglia will receive the cash compensation paid to the Company’s non-employee directors for fiscal 2021. It is anticipated that Mr. Goglia will be awarded a pro rata equity grant for the period from April 1, 2020 through June 30, 2020. Reference is made to the Company’s non-employee director compensation program referenced as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2019, for a description of the compensation program.
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: | April 2, 2020 | TRIUMPH GROUP, INC. |
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| | By: | /s/ Jennifer H. Allen |
| | | Jennifer H. Allen |
| | | Senior Vice President, General Counsel and Secretary |
