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GY > SEC Filings for GY > Form 8-K on 2-Apr-2013All Recent SEC Filings

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Form 8-K for GENCORP INC


Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2013, the shareholders of GenCorp Inc. (the "Company" or "GenCorp"), upon recommendation of the Company's Board of Directors (the "Board"), approved the GenCorp Inc. 2013 Employee Stock Purchase Plan (the "2013 ESPP") and the reservation of 1,500,000 shares of GenCorp common stock for issuance thereunder. The 2013 ESPP will be effective January 1, 2014. The 2013 ESPP is described in greater detail in Proposal 2 in the Company's Proxy Statement for the 2013 Annual Meeting of Shareholders (the "Proxy Statement"). The Proxy Statement was filed with the Securities and Exchange Commission on February 15, 2013. The description of the 2013 ESPP contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2013 ESPP, which was filed as an exhibit to the Proxy Statement and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 27, 2013, the Company held its Annual Meeting of Shareholders. The matters voted on by shareholders and the voting results are as follows:

Proposal 1. Election of Directors. All nominees for director were elected.

Name                          For           Withheld       Broker Non-Votes
Thomas A. Corcoran         48,370,376       1,111,704             4,939,383
James R. Henderson         47,440,313       2,041,767             4,939,383
Warren G. Lichtenstein     46,251,784       3,230,296             4,939,383
David A. Lorber            47,140,530       2,341,550             4,939,383
Merrill A. McPeak          45,566,645       3,915,435             4,939,383
James H. Perry             48,607,937         874,143             4,939,383
Scott J. Seymour           48,388,146       1,093,934             4,939,383
Martin Turchin             48,236,491       1,245,589             4,939,383

Proposal 2. Approval of the 2013 ESPP. The 2013 ESPP was approved.

For Against Abstain Broker Non-Votes 48,719,673 496,124 266,283 4,936,383

Proposal 3. Approval of an advisory resolution regarding the compensation of GenCorp's Named Executive Officers. The advisory resolution was approved.

For Against Abstain Broker Non-Votes 39,910,425 1,522,804 8,048,851 4,936,383

Proposal 4. Ratification of the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending November 30, 2013. The appointment of PricewaterhouseCoopers LLP was ratified.

For Against Abstain Broker Non-Votes 53,352,905 900,821 167,737 0

Item 8.01 Other Events.

On March 27, 2013, the Board elected Mr. Lichtenstein as Chairman and made the following committee assignments:

                                    Governance &    Organization &
Name                  Audit          Nominating      Compensation
Thomas A.                                X                X
James R.                X                X*
Warren G.                                                 X
David A. Lorber         X                                 X*
Merrill A.                               X                X
James H. Perry          X*
Scott J. Seymour
Martin Turchin          X                X

* Committee Chairman

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.1 GenCorp Inc. 2013 Employee Stock Purchase Plan (incorporated by reference to Exhibit A of the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on February 15, 2013)

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