Delaware | 1-01520 | 34-0244000 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
222 N. Pacific Coast Highway, Suite 500, El Segundo, California 90245 |
(Address of principal executive offices) |
☐ | 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)) |
1. | The election of seven directors to the Company’s Board of Directors to serve until the 2020 annual meeting of stockholders. The nominees for election were Kevin, P. Chilton, Thomas A. Corcoran, Eileen P. Drake, James R. Henderson, Warren G. Lichtenstein, Lance W. Lord, and Martin Turchin; |
2. | An advisory vote to approve a resolution approving executive compensation; |
3. | The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending December 31, 2019; and |
4. | Approval of the 2019 Equity and Performance Incentive Plan. |
1. | The election of each of Ms. Drake and Messrs. Chilton, Corcoran, Henderson, Lichtenstein, Lord, and Turchin as directors of the Company to serve until the 2020 annual meeting of stockholders, and until his or her successor is elected and qualified, was approved as follows: |
For | Withheld | Broker Non-Votes | ||||||
Kevin P. Chilton | 69,906,969 | 483,343 | 4,175,844 | |||||
Thomas A. Corcoran | 60,303,322 | 10,086,990 | 4,175,844 | |||||
Eileen P. Drake | 69,714,890 | 675,422 | 4,175,844 | |||||
James R. Henderson | 57,614,294 | 12,776,018 | 4,175,844 | |||||
Warren G. Lichtenstein | 65,821,471 | 4,568,841 | 4,175,844 | |||||
Lance W. Lord | 69,854,977 | 535,335 | 4,175,844 | |||||
Martin Turchin | 60,055,562 | 10,334,750 | 4,175,844 |
2. | The stockholders approved an advisory resolution on executive compensation. The voting results were as follows: |
For | Against | Abstain | Broker Non-Votes | |||
69,451,830 | 798,190 | 140,292 | 4,175,844 |
3. | The stockholders ratified the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The voting results were as follows: |
For | Against | Abstain | Broker Non-Votes | |||
73,649,169 | 837,041 | 79,946 | — |
4. | The stockholders approved the 2019 Equity and Performance Incentive Plan. The voting results were as follows: |
For | Against | Abstain | Broker Non-Votes | |||
68,583,976 | 1,717,216 | 89,120 | 4,175,844 |
May 10, 2019 | Aerojet Rocketdyne Holdings, Inc. | |||||
By: | /s/ Arjun L. Kampani | |||||
Arjun L. Kampani | ||||||
Vice President, General Counsel and Secretary |