On March 6, 2013, the Company conducted its Annual Meeting of Stockholders. At the meeting, Messrs. Mervin Dunn and Michael Graff were re-elected as directors of the Company. In addition, the stockholders ratified the Company's selection of Ernst & Young LLP as its independent accountants for the fiscal year ending September 30, 2013, approved to vote on a stockholder proposal to urge the board of directors to take steps to eliminate the classification of the board of directors, and in an advisory vote, approved the compensation paid by the Company to its named executive officers The particulars of the vote are set forth below:

Proposal 1 - Election of Directors:



                                         FOR           WITHHELD
                     Mervin Dunn       44,928,561       1,392,207
                     Michael Graff     44,909,737       1,411,031

Proposal 2 - To conduct an advisory vote on compensation paid to the Company's named executive officers:

                              FOR         44,779,708
                              AGAINST      1,363,362
                              ABSTAIN        177,698

Proposal 3 - To ratify the selection of Ernst & Young LLP as TransDigm Group Incorporated's independent accountants for the fiscal year ending September 30, 2013:

                              FOR         47,730,011
                              AGAINST        358,401
                              ABSTAIN          2,333

Proposal 4 - To vote on a stockholder proposal.

                              FOR         32,922,201
                              AGAINST      6,812,602
                              ABSTAIN      6,585,962

No other matters were brought before stockholders for a vote at the meeting.