UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 (§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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 24, 2024, the shareholders of Ducommun Incorporated (the “Company”) approved the Company’s 2024 Stock Incentive Plan (the “2024 Stock Incentive Plan”). The 2024 Stock Incentive Plan authorizes the Compensation Committee of the Board of Directors of the Company to grant to employees, non-employee directors, consultants and other service providers of the Company and its affiliates incentive-based compensation in the form of Company common stock.
The material terms of the 2024 Stock Incentive Plan are described in the Company’s definitive Proxy Statement, dated March 13, 2024, under the heading “Proposal 3: Approval of the Company’s 2024 Stock Incentive Plan,” which description is incorporated herein by reference. The descriptions of the 2024 Stock Incentive Plan contained herein and in the Company’s definitive Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the 2024 Stock Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its 2024 Annual Meeting of Shareholders on April 24, 2024. At the 2024 Annual Meeting, the shareholders (1) elected Mses. Shirley G. Drazba and Sheila G. Kramer and Mr. David B. Carter as directors to serve for a three-year term ending at the Company’s 2027 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified, (2) approved the Company’s executive compensation on an advisory basis, (3) approved the 2024 Stock Incentive Plan and (4) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024. The shareholder vote on these matters was as follows:
| For | Withheld | Broker Non-Votes |
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| Election of David B. Carter for a three-year term expiring in 2027 |
11,853,539 | 1,236,737 | 837,429 | |||||||||||||
| Election of Shirley G. Drazba for a three-year term expiring in 2027 |
11,784,618 | 1,305,658 | 837,429 | |||||||||||||
| Election of Sheila G. Kramer for a three-year term expiring in 2027 |
11,580,552 | 1,509,724 | 837,429 | |||||||||||||
| For | Against | Abstain | Broker Non-Votes |
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| Approval of the Company’s executive compensation on an advisory basis |
11,553,810 | 1,235,297 | 301,169 | 837,429 | ||||||||||||
| For | Against | Abstain | Broker Non-Votes |
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| Approval of the Company’s 2024 Stock Incentive Plan |
11,141,896 | 1,641,649 | 306,731 | 837,429 | ||||||||||||
| For | Against | Abstain | ||||||||||||||
| Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024 |
13,774,137 | 144,706 | 8,862 | |||||||||||||
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Exhibit Title or Description | |
| 10.1 | Ducommun Incorporated 2024 Stock Incentive Plan (filed herewith). | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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.
| DUCOMMUN INCORPORATED | ||||||
| (Registrant) | ||||||
| Date: April 25, 2024 | By: | /s/ Suman B. Mookerji | ||||
| Suman B. Mookerji | ||||||
| Senior Vice President, Chief Financial Officer | ||||||