UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 8, 2024, Triumph Group, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders ("The Annual Meeting").
The Company's stockholders voted on the following proposals and the final voting results are as provided below:
Proposal 1: Election of Directors. The following persons were elected as directors of the Company for a one year term, such term to continue until the next Annual Meeting of stockholders to be held in 2025 and until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation or removal:
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Number of Votes |
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Candidate |
For |
Against |
Abstain |
Broker-Non-Votes |
Patrick E. Allen |
59,255,983 |
1,786,024 |
10,203 |
4,727,591 |
Mark C. Cherry |
59,404,405 |
1,637,126 |
10,679 |
4,727,591 |
Daniel J. Crowley |
58,648,389 |
2,390,802 |
13,019 |
4,727,591 |
Cynthia M. Egnotovich |
57,967,565 |
3,074,172 |
10,473 |
4,727,591 |
Daniel P. Garton |
58,211,309 |
2,830,166 |
10,735 |
4,727,591 |
Barbara W. Humpton |
58,385,951 |
2,656,124 |
10,135 |
4,727,591 |
Neal J. Keating |
60,700,156 |
341,830 |
10,224 |
4,727,591 |
Courtney R. Mather |
60,607,646 |
434,183 |
10,381 |
4,727,591 |
Colleen C. Repplier |
58,345,254 |
2,696,130 |
10,826 |
4,727,591 |
Proposal 2: Ratification of Selection of Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025. The stockholder votes were as follows:
For |
Against |
Abstain |
Broker Non-Votes |
63,451,802 |
2,316,095 |
11,904 |
None |
Proposal 3: Advisory Vote on Compensation Paid to Named Executive Officers for Fiscal Year 2024. The stockholders approved, by advisory vote, the compensation paid to the Company’s named executive officers for fiscal year 2024. The stockholder votes were as follows:
For |
Against |
Abstain |
Broker Non-Votes |
57,405,009 |
3,485,294 |
161,907 |
4,727,591 |
Proposal 4: Stockholder Proposal to Adopt a Policy and Amend the Company's Governing Documents so that Two Separate People Hold the Office of Chairman and Chief Executive Officer of the Company. The stockholders did not approve the stockholder proposal to adopt a policy and amend the Company's governing documents so that two separate people hold the office of Chairman and Chief Executive Officer of the Company. The stockholder votes were as follows:
For |
Against |
Abstain |
Broker Non-Votes |
17,063,201 |
43,961,024 |
27,985 |
4,727,591 |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: |
August 14, 2024 |
TRIUMPH GROUP, INC. |
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By: |
/s/ Jennifer H. Allen |
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Jennifer H. Allen |
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Chief Administrative Officer and Senior Vice President, General Counsel and Secretary |