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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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.
Cubic Corporation (the “Company”) held its annual meeting of shareholders on February 17, 2020 (the “Annual Meeting”). The Company’s shareholders voted on the following proposals at the Annual Meeting and cast their votes as follows:
1. Election of Directors
| Nominee for Director | For | Withheld | ||||||
| Prithviraj Banerjee | 27,437,891 | 465,242 | ||||||
| Bruce G. Blakley | 26,198,726 | 1,704,407 | ||||||
| Maureen Breakiron-Evans | 27,459,678 | 443,455 | ||||||
| Denise L. Devine | 27,398,833 | 504,300 | ||||||
| Bradley H. Feldmann | 26,108,968 | 1,794,165 | ||||||
| Carolyn A. Flowers | 27,436,152 | 466,981 | ||||||
| Janice M. Hamby | 26,976,652 | 926,481 | ||||||
| David F. Melcher | 27,128,567 | 774,566 | ||||||
| Steven J. Norris | 26,984,878 | 918,255 | ||||||
In accordance with the above results, each nominee was elected to serve as a director.
| For | Against | Abstain | Broker Non-Votes |
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| 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers. | 25,511,612 | 2,338,932 | 52,589 | 1,640,925 | ||||||||||||
In accordance with the above results, the compensation of the Company’s named executive officers was approved on an advisory basis.
| For | Against | Abstain | ||||||||||||||
| 3. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accountants for fiscal year 2020. | 27,465,175 | 2,066,273 | 12,610 | |||||||||||||
In accordance with the above results, the selection of Ernst & Young LLP was approved.
Item 8.01 Other Events.
On February 17, 2020, Bradley H. Feldmann was re-appointed the Chairman of the Board of Directors of the Company and David L. Melcher was re-appointed the Lead Independent Director.
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.
| Date: February 18, 2020 | CUBIC CORPORATION |
| By: | /s/ Hilary L. Hageman | |
| Name: | Hilary L. Hageman | |
| Title: | Senior Vice President, | |
| General Counsel & Corporate Secretary |