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): August 23, 1999 IFR SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-14224 48-1197645 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10200 West York, Wichita, Kansas 67215 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (316) 522-4981 Item 5. Other Events. On August 23, 1999, IFR Systems Inc. announced that it's President and Chief Operating Officer, Iain M. Robertson, will take a two month medical leave of absence, effective immediately. Jeffrey A. Bloomer, Executive Vice President and Chief Financial Officer will assume Mr. Robertson's responsibilities in the interim. On August 26, 1999, Registrant's Board of Directors elected Mr. Bloomer Chief Executive Officer and Mr. Dennis H. Coley, Registrant's corporate controller, Chief Financial Officer and Treasurer. Both appointments are effective immediately. At Registrant's 1999 annual meeting of stockholders held on August 26, 1999 (the "Annual Meeting"), the stockholders approved the proposed amendment to Registrant's certificate of incorporation increasing the number of Directors from seven to eight (the "Certificate Amendment"), elected the three proposed nominees as Directors, approved the appointment of Ernst & Young LLP as independent auditors, and approved the Amended and Restated Outside Director Compensation, Stock Option, and Retirement Plan (the "Option Plan"). Reference is hereby made to the definitive proxy statement for the Annual meeting filed by the Registrant, which is hereby incorporated by reference, for a description of the Certificate Amendment and the Option Plan and for information concerning the three persons elected Directors and the five persons whose terms have not expired as Directors. The following table sets information concerning the voting on each matter submitted for consideration at the Annual Meeting. Number of Votes Voted --------------------- Matter For Against Withheld Broker Non-Votes - ------ --- ------- -------- ---------------- Certificate Amendment 7,556,215 159,199 19,815 - Election of Directors: Jeffrey A. Bloomer 7,530,197 - 205,032 - John V. Grose 7,503,146 - 232,083 - Oscar L. Tang 7,538,429 - 196,800 - Approval of Appointment Of Auditors 7,691,317 30,941 12,971 - Option Plan 5,750,340 1,911,679 41,421 31,789 Item 7. Financial Statements and Exhibits. There are no financial statements or exhibits filed with this Report. 2 SIGNATURES 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 thereunto duly authorized. IFR SYSTEMS, INC. By /s/ Dennis H. Coley ------------------------------------ Dennis H. Coley Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) Date: September 3, 1999 3