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 30, 2015

LMI AEROSPACE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Missouri

(State or Other Jurisdiction of Incorporation)

0-24293	43-1309065
(Commission File Number)	(IRS Employer Identification No.)
411 Fountain Lakes Blvd., St. Charles, Missouri	63301
(Address of Principal Executive Offices)	(Zip Code)

(636) 946-6525

(Registrant's Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

On April 30, 2015, the Compensation Committee of the Board of Directors of LMI Aerospace, Inc. (the “Company”) granted Daniel Korte 47,702shares of Company common stock (the “Grant”) under the Company’s 2005 Long-Term Incentive Plan. The Grant was made in two separate tranches, with one half of the shares vesting on the third anniversary of the date of the Grant and the other half of the shares vesting upon the achievement of certain performance metrics established by the Compensation Committee and approved by the Board of Directors. The Grant was awarded as part of Mr. Korte’s long term incentive, as set forth in the Employment Agreement between the Company and Mr. Korte entered into in February 2014. The Grant is subject to the terms and conditions of the respective Restricted Stock Award Agreements.

Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 30, 2015, pursuant to Article IX of the Amended and Restated By-Laws (the “By-Laws”) of the Company, the Board of Directors of the Company amended the By-Laws to declassify the Board of Directors (the “Amendment”). Prior to the adoption of the Amendment, the Bylaws provided that the Board of Directors was divided into three classes, with one class of directors being elected for a three-year term at each annual meeting of shareholders, which resulted in the staggered election of directors over a three year period.

The declassification of the Board of Directors will be effected through a phased approach in which each current class of directors will serve out its current term, and thereafter, each director, if re-elected, will serve for a one year term. As a result (i) each of the current Class II directors will stand for election for a one-year term at the 2015 annual meeting; (ii) each of the Class II directors together with each of the Class III directors will stand for election for a one-year term at the 2016 annual meeting; and (iii) the Class I directors, Class II directors and Class III directors will each stand for election for a one year term at the 2017 annual meeting. Following the 2017 annual meeting, the Board of Directors will be fully declassified and each director will be subject to an annual election for a one-year term. The Amendment effects the phased declassification of the Board of Directors by amending Section 1(a) and Section 1(b) of Article III of the Bylaws.  

Section 8 - Other Events

Item 8.01. Other Events.

On April 30, 2015, Gerald E. Daniels, a current director of the Board of Directors, was appointed as the Chairman of the Board of Directors. Mr. Daniels has served on the Board of Directors since July 2014. Ronald S. Saks, who previously served as non-executive Chairman of the Board of Directors, continues to serve as a director on the Board of Directors. On May 6, 2015, the Company issued a press release announcing the appointment of Mr. Daniels as the non-executive Chairman of the Board of Directors (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On April 30, 2015, the Board of Directors adopted an amendment to the Company’s Corporate Governance Principles to provide that directors will not be eligible to stand for election or re-election to the Board of Directors after reaching the age of 75, nor will persons over the age of 75 be eligible for appointment to the Board of Directors. This age limit, however, may be waived upon a recommendation of the Corporate Governance and Nominating Committee and a majority vote of the directors then serving and eligible to vote.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	See the Exhibit Index which is hereby incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  May 6, 2015

	LMI AEROSPACE, INC.
By:	/s/ Clifford C. Stebe, Jr.
	Clifford C. Stebe, Jr.  Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
3.1 99.1	Amendment No. 2 to the Amended and Restated By-Laws of LMI Aerospace, Inc. Press Release issued by LMI Aerospace, Inc. dated May 6, 2015.

EX-3.1

Exhibit 3.1

AMENDMENT NO. 2 TO AMENDED AND RESTATED BY-LAWS OF

LMI AEROSPACE, INC.,

A MISSOURI CORPORATION

In accordance with (1) Article IX of the Amended and Restated By-Laws of LMI Aerospace, Inc., a Missouri corporation (the “Company”) and (2) Article Six, subsection (b) of the Restated Articles of Incorporation of the Company, the Amended and Restated By-Laws of the Company, as heretofore amended, (the “By-Laws”) are hereby further amended as follows:

1.         Article III, Section 1(a). The By-Laws are hereby amended by deleting Article III, Section 1(a) and inserting the following in lieu thereof:

(a)    The number of directors constituting the entire Board shall be not less than three (3) nor more than nine (9) as fixed from time to time by vote of a majority of the entire Board. No reduction of the number of directors shall have the effect of removing any director before that director’s term of office expires. The number of directors constituting the entire Board shall be nine (9) until otherwise fixed by a majority of the entire Board. Any vacancies in the Board of Directors for any reason, and any created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any director so chosen shall hold office until the annual meeting for the year in which such director’s term expires and until his or her successor shall be elected and qualified.

Article III, Section 1(b).  The By-Laws are hereby amended by deleting Article III, Section 1(b) and inserting the following in lieu thereof:

(b) Until the 2017 annual meeting of shareholders as further set forth below, the Board of Directors shall be and is divided into three classes designated: Class I, Class II and Class III, which shall be as nearly equal in number as possible, and each director shall serve for a term ending on the date of the third annual meeting of shareholders following the annual meeting at which the director was elected. Notwithstanding the foregoing, (1) at the 2015 annual meeting of shareholders, the directors whose terms expire at that meeting shall be elected to hold office for a one-year term expiring at the 2016 annual meeting of shareholders; (2) at the 2016 annual meeting of shareholders, the directors whose terms expire at that meeting shall be elected to hold office for a one-year term expiring at the 2017 annual meeting of shareholders; and (3) at the 2017 annual meeting of shareholders and each annual meeting of shareholders thereafter, all directors shall be elected for a one-year term expiring at the next annual meeting of shareholders. Effective as of the 2017 annual meeting of shareholders, the Board of Directors will no longer be classified under Section 351.315 of The General and Business Corporation Law of Missouri and directors shall no longer be divided into three classes. Prior to the 2017 annual meeting of shareholders, if the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

I, Renée Skonier, hereby certify that I am the Secretary of the Company and that the above amendments were duly adopted in accordance with Article IX of the Amended and Restated By-Laws of the Company and Article Six, subsection (b) of the Restated Articles of Incorporation of the Company by that certain resolution of the Board of Directors dated April 30, 2015.

/s/ Renée Skonier

Renée Skonier, Secretary

EX-99.1

Exhibit 99.1

LMI Aerospace Names Daniels Chairman of the Board

ST. LOUIS, May 6, 2015 - LMI Aerospace Inc. (Nasdaq: LMIA) ("LMI" or the "Company"), has named Gerald E. “Jerry” Daniels chairman of its board of directors, effective April 30, 2015.

“Jerry has proven himself an invaluable member of LMI’s board as the company implements its strategy to grow the business,” said LMI Chief Executive Officer Dan Korte. “His decades of corporate and operational leadership in the aerospace and defense industries will continue to serve LMI well in his new role as chairman of the board.”

Daniels succeeds Ronald S. Saks, the former chief executive of LMI, who served as the board’s non-executive chairman since March 2014. Saks remains a member of the board and serves on its Corporate Governance & Nominating Committee.

With Daniels’ appointment as chairman, John Eulich vacates his role as lead director. Eulich remains a member of the board, is now chair of the Corporate Governance & Nominating Committee, and continues his service on the Audit Committee and Compensation Committee.

Daniels has been a member of LMI’s board since July 2014. In addition to serving as chairman of the board, he serves on the Audit committee. Daniels is the former chief executive and vice chairman of Engineered Support Systems Inc., and former chief executive of Boeing Military Aircraft and Missile Systems.

About LMI Aerospace

LMI Aerospace Inc. is a leading supplier of structural solutions and engineering services to the commercial, business and regional, and military aerospace markets. Manufacturing more than 40,000 products for a variety of platforms and providing turnkey engineering capabilities to support aircraft lifecycles, LMI offers complete, integrated solutions in aerostructures, engineering and program management. Based in St. Louis, LMI has 27 operations located across the United States and in Mexico, the United Kingdom, Australia and Sri Lanka. For more information visit: www.lmiaerospace.com.

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Contact:

Amy Horton

Director, Corporate Communications

636-916-2130

411 Fountain Lakes Blvd

St. Charles, Missouri 63301

ph: 636.946.6525

fx: 636.949.1576

www.lmiaerospace.com