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ATRO > SEC Filings for ATRO > Form 8-K on 14-May-2014All Recent SEC Filings

Show all filings for ASTRONICS CORP



Submission of Matters to a Vote of Security Holders

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

On May 13, 2014, Astronics Corporation held its 2014 Annual Meeting of Shareholders ("Annual Meeting") for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the following:

1. To elect the Board of Directors;

2. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the current fiscal year;

3. To conduct a shareholder advisory vote on the compensation of our named executive officers; and

4. To transact such other business as may properly come before the meeting or any adjournment thereof.

In accordance with the Company's Restated Certificate of Incorporation, on all agenda items the holders of Astronics common shares and Class B shares voted together as one class, with each common share entitled to one vote and each Class B share entitled to ten votes.

The final voting results on each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:

1) The nominees to the Board of Directors were elected based on the following shares voted:

                                           For            Withheld
                 Raymond W. Boushie      35,016,909        1,995,570
                 Robert T. Brady         32,486,812        4,525,667
                 John B. Drenning        26,605,385       10,407,094
                 Peter J. Gundermann     28,955,529        8,056,950
                 Kevin T. Keane          25,651,678       11,360,801
                 Robert J. McKenna       30,084,739        6,927,740

2) Ratification of Ernst & Young LLP as independent registered accounting firm for fiscal year 2014. A total of 43,690,714 votes were cast for the proposal, 1,473,525 votes were cast against it and 477,716 votes abstained. There were no broker non-votes. The affirmative votes constituted more than a majority of the votes represented at the meeting, the number needed to approve the proposal.

3) The shareholder advisory vote on the compensation of our named executive officers was passed. A total of 35,796,762 votes were cast for the proposal, 893,544 votes were cast against it, 322,173 votes abstained and there were 8,629,476 broker non-votes. The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy.

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