GenCorp Inc.
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(Exact name of registrant as specified in its charter)
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Ohio
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1-01520
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34-0244000
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2001 Aerojet Road, Rancho Cordova, California
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95742
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report.)
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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1.
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The election of eight directors to the Company’s Board of Directors to serve until the 2015 annual meeting of shareholders. The nominees for election were Thomas A. Corcoran, James R. Henderson, Warren G. Lichtenstein, David A. Lorber, Merrill A. McPeak, James H. Perry, Scott J. Seymour and Martin Turchin;
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2.
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The reincorporation of the Company from the State of Ohio to the State of Delaware;
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3.
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An advisory vote to approve a resolution to approve executive compensation; and
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4.
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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 November 30, 2014.
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1.
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The election of each of Messrs. Corcoran, Henderson, Lichtenstein, Lorber, McPeak, Perry, Seymour and Turchin as directors of the Company to serve until the 2015 annual meeting of shareholders, and until his successor is elected and qualified, was approved as follows:
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For
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Withheld
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Broker Non-Votes
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Thomas A. Corcoran
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49,450,051
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1,283,120
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5,199,333
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James R. Henderson
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49,376,935
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1,356,236
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5,199,333
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Warren G. Lichtenstein
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48,603,512
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2,129,659
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5,199,333
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David A. Lorber
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49,545,856
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1,187,315
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5,199,333
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Merrill A. McPeak
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47,881,243
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2,851,928
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5,199,333
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James H. Perry
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49,472,997
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1,260,174
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5,199,333
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Scott J. Seymour
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49,513,403
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1,219,768
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5,199,333
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Martin Turchin
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49,427,886
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1,305,285
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5,199,333
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2.
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The shareholders approved the reincorporation of the Company from the State of Ohio to the State of Delaware. The voting results were as follows:
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For
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Against
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Withheld
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Broker Non-Votes
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48,568,965
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2,103,139
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61,067
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5,199,333
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3.
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The shareholders approved an advisory resolution on executive compensation. The voting results were as follows:
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For
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Against
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Withheld
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Broker Non-Votes
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40,685,579
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1,458,472
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8,589,120
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5,199,333
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4.
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The shareholders ratified the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2014. The voting results were as follows:
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For
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Against
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Withheld
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Broker Non-Votes
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55,162,135
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271,847
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498,522
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0
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March 21, 2014
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GENCORP INC.
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By:
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/s/ Kathleen E. Redd
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Name:
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Kathleen E. Redd
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Title:
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Vice President, Chief Financial Officer and Assistant Secretary
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