0000950123-11-040929.txt : 20110428 0000950123-11-040929.hdr.sgml : 20110428 20110428160556 ACCESSION NUMBER: 0000950123-11-040929 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110426 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110428 DATE AS OF CHANGE: 20110428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L 3 COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001039101 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133937436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-46983 FILM NUMBER: 11788458 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 1216971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L 3 COMMUNICATIONS HOLDINGS INC CENTRAL INDEX KEY: 0001056239 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133937434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14141 FILM NUMBER: 11788454 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 8-K 1 c16100e8vk.htm FORM 8-K Form 8-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2011
L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
         
DELAWARE   001-14141
333-46983 		  13-3937434
13-3937436
         
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)
     

600 THIRD AVENUE, NEW YORK, NEW YORK 		   
10016
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (212) 697-1111
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.07.  
— Submission of Matters to a Vote of Security Holders.
On April 26, 2011, L-3 Communications Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders. A quorum was present at the meeting as required by the Company’s Amended and Restated By-Laws. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:
Proposal 1 — Election of Directors
The following three individuals were elected to the Board of Directors to serve as directors until the Annual Meeting of Stockholders in 2014 and until their successors have been duly elected and qualified.
                         
    Votes Cast     Votes     Broker  
    For     Withheld     Non-Votes  
H. Hugh Shelton
     79,770,873       489,581       9,826,917  
 
                        
Michael T. Strianese
     78,459,141       1,801,313       9,826,917  
 
                        
John P. White
     74,006,280       6,254,174       9,826,917  
Proposal 2 — Ratification of the Appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 was ratified. There were 87,849,407 votes for the appointment, 1,987,216 votes against the appointment and 250,748 abstentions.
Proposal 3 — Advisory Vote on Executive Compensation: To approve, in a non-binding, advisory vote, the compensation paid to our named executive officers.
The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.
             
For   Against   Abstain   Broker Non-Votes
 
            
48,536,175   31,574,334   149,945   9,826,917
Proposal 4 — Frequency of Advisory Vote on Executive Compensation: To determine, in a non-binding, advisory vote, whether a stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years.
The stockholders voted for one year with respect to the frequency with which stockholders are provided a non-binding, advisory vote on the compensation paid to our named executive officers.
                 
1 Yr   2 Yrs   3 Yrs   Abstain   Broker Non-Votes
                 
74,015,315   342,217   5,762,128   140,794   9,826,917

 

 

 

As described above, a majority of the votes cast voted, in an advisory, non-binding vote, in favor of having a stockholder vote to approve the compensation of the Company’s named executive officers every year. In light of such vote, and consistent with the Company’s recommendation, the Company’s board of directors determined that it currently intends to include an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.

 

 

 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
         
  L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
 		  
  By:   /s/ Allen E. Danzig    
    Name:   Allen E. Danzig   
    Title:   Vice President, Assistant General Counsel and Assistant Secretary   
 
Dated: April 28, 2011