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
| May 10, 2019 | (May 9, 2019) |
| Date of report | (Date of earliest event reported) |
| Hexcel Corporation |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware | 1-8472 | 94-1109521 |
| (State of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| Two Stamford Plaza |
| 281 Tresser Boulevard |
| Stamford, Connecticut 06901-3238 |
| (Address of Principal Executive Offices and Zip Code) |
| (203) 969-0666 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (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 Communication 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).
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. ☐
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock | HXL | New York Stock Exchange |
Section 5—Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Amendment to the Hexcel Corporation 2013 Incentive Stock Plan
In January 2019, the Compensation Committee of the Board of Directors of Hexcel Corporation (the “Company”) adopted, subject to stockholder approval, an amendment (the “Plan Amendment”) to the Hexcel Corporation 2013 Incentive Stock Plan (the “Plan”) that would (a) increase the number of shares of the Company’s common stock authorized for issuance under the Plan by 3,300,000 shares, (b) address changes in U.S. federal tax law, (c) incorporate changes designed to place limitations upon share recycling and limitations on the payment of dividends and dividend equivalents, and (d) clarify certain provisions of the Plan. In February 2019, the provision of the Plan Amendment increasing the number of shares authorized for issuance under the Plan was also approved by the Board of Directors of the Company, subject to stockholder approval. On May 9, 2019, the Plan Amendment was approved by the Company’s stockholders at the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”).
The foregoing summary description of the Plan Amendment is qualified in its entirety by reference to the actual terms of the Plan, as amended by the Plan Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein. For additional information regarding the Plan Amendment, refer to Proposal 3 of the Company’s 2019 Proxy Statement, as filed with the Securities and Exchange Commission on March 22, 2019.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| | (a) | The Annual Meeting was held on May 9, 2019. |
| | (b) | (i) The stockholders elected all of the Company’s nominees for director as follows: |
| | | | | |
| Name of Director | Shares For | Shares Against | Abstain | Broker Non-Votes |
| | | | | |
| Nick S. Stanage | 63,938,226 | 3,925,774 | 18,065 | 8,078,681 |
| Joel S. Beckman | 63,053,691 | 4,806,216 | 22,158 | 8,078,681 |
| Lynn Brubaker | 62,654,176 | 4,805,026 | 422,863 | 8,078,681 |
| Jeffrey C. Campbell | 54,450,322 | 13,007,411 | 424,332 | 8,078,681 |
| Cynthia M. Egnotovich | 67,405,968 | 457,137 | 18,960 | 8,078,681 |
| Thomas A. Gendron | 65,309,162 | 2,550,554 | 22,349 | 8,078,681 |
| Jeffrey A. Graves | 42,045,703 | 25,815,223 | 21,139 | 8,078,681 |
| Guy C. Hachey | 67,320,542 | 539,397 | 22,126 | 8,078,681 |
| Catherine A. Suever | 67,408,350 | 455,223 | 18,492 | 8,078,681 |
(ii) The stockholders approved, on an advisory basis, the 2018 compensation of the Company’s named executive officers as follows:
| | | | |
| For | Against | Abstain | Broker Non-Votes |
| 61,689,672 | 5,629,725 | 562,668 | 8,078,681 |
(iii) The stockholders approved the Plan Amendment as follows:
| | | | |
| For | Against | Abstain | Broker Non-Votes |
| 63,980,813 | 3,779,941 | 121,311 | 8,078,681 |
(iv) The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019 as follows:
| | | |
| For | Against | Abstain |
| 75,635,030 | 291,605 | 34,111 |
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Signature
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.
HEXCEL CORPORATION
May 10, 2019
/s/ Gail E. Lehman
Gail E. Lehman
Executive Vice President,
General Counsel & Secretary
