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TGI > SEC Filings for TGI > Form 8-K on 23-Jul-2013All Recent SEC Filings

Show all filings for TRIUMPH GROUP INC

Form 8-K for TRIUMPH GROUP INC


23-Jul-2013

Submission of Matters to a Vote of Security Holders


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

The Annual Meeting of Triumph Group, Inc. (the "Company") was held on July 18, 2013. The total number of shares represented at the Annual Meeting in person or by proxy was 47,512,011 of the 51,721,218 shares of common stock outstanding and entitled to vote at the Annual Meeting.
The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matter, where applicable, are set forth in the table below. With respect to the election of Paul Bourgon, Elmer L. Doty, John G. Drosdick, Ralph E. Eberhart, Jeffry D. Frisby, Richard C. Gozon, Richard C. Ill, William L. Mansfield, Adam J. Palmer, Joseph M. Silvestri, and George Simpson as directors for a term ending at the Company's next annual meeting of stockholders and until their successors are duly elected and qualified, each nominee for director received the number of votes set forth opposite his name.

                               Number of Votes
                         FOR         AGAINST     ABSTAIN
Candidate
Paul Bourgon         44,238,064       385,850     79,461
Elmer L. Doty        18,204,659    26,419,452     79,264
John G. Drosdick     44,511,880       111,212     80,283
Ralph E. Eberhart    43,585,723     1,037,860     79,792
Jeffry D. Frisby     44,298,045       324,335     80,995
Richard C. Gozon     43,191,642     1,432,294     79,439
Richard C. Ill       44,187,138       437,287     78,950
William L. Mansfield 44,488,368       135,800     79,207
Adam J. Palmer       43,943,222       680,707     79,446
Joseph M. Silvestri  43,915,439       708,614     79,322
George Simpson       43,770,352     1,052,530     80,493

On the approval, by advisory vote, of executive compensation:
FOR AGAINST ABSTAIN
43,509,530 1,105,904 87,941

On the approval of the material terms of performance-based awards for executive officers:
FOR AGAINST ABSTAIN
43,235,758 1,380,175 87,442

On the approval of the 2013 Equity and Cash Incentive Plan:
FOR AGAINST ABSTAIN
42,224,425 2,388,421 90,529

On the approval of the 2013 Employee Stock Purchase Plan:
FOR AGAINST ABSTAIN
44,194,049 336,399 172,927


On the ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of Triumph Group, Inc. for the fiscal year ending March 31, 2014:
FOR AGAINST ABSTAIN
47,042,291 377,692 92,028

On the basis of the above votes: (i) Paul Bourgon, John J. Drosdick, Ralph E. Eberhart, Jeffry D. Frisby, Richard C. Gozon, Richard C. Ill, William L. Mansfield, Adam J. Palmer, Joseph M. Silvestri, and George Simpson were each duly elected as directors for a term ending at the Company's next annual meeting of stockholders and until their successors are duly elected and qualified; (ii) the compensation paid to the Company's named executive officers was approved on an advisory basis; (iii) the material terms of performance-based awards under the Company's executive incentive compensation plans for purposes of section 162(m) of the Internal Revenue Code were approved; (iv) the 2013 Equity and Cash Incentive Plan was approved; (v) the 2013 Employee Stock Purchase Plan was approved; and (vi) the proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014 was adopted.
One of the nominees for director, Elmer L. Doty, did not receive a majority of the votes cast in favor of his election as a director. Accordingly, as required by Article II, Section 9, of the By-laws of the Company, Mr. Doty promptly tendered his resignation to the Board of Directors, and the Nominating and Corporate Governance Committee met to consider whether to recommend to the Board that the Board accept or reject the resignation, or whether other action should be taken. The Committee noted the importance of treating the vote of the stockholders with due regard. The Committee observed that votes cast against Mr. Doty's election while being cast in favor of the election of the other directors were consistent with the recommendation of ISS Proxy Advisory Services, whose report recommended against Mr. Doty's re-election on the stated ground that Mr. Doty had failed to attend at least 75% of the meetings he was eligible to attend; based on this observation, the Committee concluded that Mr. Doty's reported attendance record and the resulting ISS recommendation were largely the bases for the stockholders' vote against Mr. Doty. The Committee considered that Mr. Doty had attended and actively participated in all four of the regularly scheduled meetings of the Board during fiscal 2013. The Committee considered that the two meetings Mr. Doty had failed to attend during fiscal 2013 were telephonic special purpose meetings of the Board scheduled on limited notice primarily to give formal approval on specific issues: in one case, the approval of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012 (which Mr. Doty signed) and, in the other case, the approval of one of the Company's fiscal 2013 acquisitions. The Committee considered that in the case of one absence Mr. Doty was unable to attend because local weather conditions in a storm prevented him from joining the telephonic Board meeting. The Committee considered Mr. Doty's expressed appreciation of the importance of attendance at Board meetings and his efforts to honor his commitments. The Committee considered Mr. Doty's experience as the CEO of Vought Aircraft Industries, Inc. ("Vought") prior to its acquisition by the Company in 2010, the extent of his familiarity with the former Vought business, operations and personnel, the significant share of the Company's assets, business and financial results represented by the former Vought business and operations, and the benefits derived by the Board and Company management from Mr. Doty's participation in discussions of the Company's business. After weighing the considerable importance of the vote of the stockholders against the circumstances of Mr. Doty's attendance record, its relationship to the ISS recommendation and the stockholder vote, and Mr. Doty's value as a Board member as summarized above, the Committee unanimously recommended that the Board reject Mr. Doty's resignation. The Board then considered the recommendation of the Nominating and Corporate Governance Committee and, substantially for the reasons given by the Committee, voted unanimously in favor of a resolution that Mr. Doty's resignation be rejected and that the Mr. Doty continue to serve as a director until the next annual meeting of stockholders and until his successor is duly elected.


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