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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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
A special meeting of stockholders (the “Special Meeting”) of Aerojet Rocketdyne Holdings, Inc. (the “Company”) was held on June 30, 2022. As described in Item 5.07 below, at the Special Meeting, stockholders approved the removal, without cause, of all eight members of the Company’s previous Board of Directors (General Kevin P. Chilton (Ret.), Thomas A. Corcoran, Eileen P. Drake, James R. Henderson, Warren G. Lichtenstein, General Lance W. Lord (Ret.), Audrey McNiff and Martin Turchin) and elected a new eight-member Board of Directors consisting of Gail Baker, Marion C. Blakey, Maj. Gen. Charles F. Bolden (Ret.), General Kevin P. Chilton (Ret.), Thomas A. Corcoran, Eileen P. Drake, Deborah Lee James and General Lance W. Lord (Ret.).
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 30, 2022, the Board of Directors amended and restated Section 2.12 of the Company’s Second Amended and Restated Bylaws to provide that a representative of Debevoise & Plimpton LLP would preside over the Special Meeting as chairman of the meeting. The text of the amendment is attached as Exhibit 3.1 to this report.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, the Company’s stockholders were asked to vote upon:
• | Proposal 1: The removal, without cause, of the eight members of the Board of Directors of the Company, subject to the approval of Proposal 2; |
• | Proposal 2: The election of eight individuals as members of the Board of Directors of the Company, subject to the approval of Proposal 1; and |
• | Proposal 3: Adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1 or Proposal 2. |
The results of the matters voted on at the Special Meeting, as certified by the Inspector of Election of the Special Meeting, based on the presence in person or by proxy of holders of record of 66,310,998 shares of the 80,468,318 shares of the Company’s common stock entitled to vote, were as follows for the Proposals:
1. | Proposal 1 (Removal of Directors). The stockholders approved the removal, without cause, of General Kevin P. Chilton (Ret.), Thomas A. Corcoran, Eileen P. Drake, James R. Henderson, Warren G. Lichtenstein, General Lance W. Lord (Ret.), Audrey McNiff and Martin Turchin as members of the Board of Directors of the Company. The final votes on Proposal 1 are set forth below. |
For |
Against |
Abstain |
Broker Non-Votes | |||
65,016,714 | 1,028,804 | 265,480 | 0 |
2. | Proposal 2 (Election of Directors). The final votes for each nominee, by order of the votes For each nominee, are set forth below. As a result of being the eight nominees with the most For votes, each of Gail Baker, Marion C. Blakey, Maj. Gen. Charles F. Bolden (Ret.), General Kevin P. Chilton (Ret.), Thomas A. Corcoran, Eileen P. Drake, Deborah Lee James and General Lance W. Lord (Ret.) has been elected to serve as a member of the Board of Directors of the Company. |
FOR | Withhold | Broker Non- Votes | ||||
Eileen P. Drake |
55,285,122 | 285,518 | 0 | |||
Maj. Gen. Charles F. Bolden, USMC (Ret.) |
49,905,193 | 250,838 | 0 | |||
Marion C. Blakey |
49,904,369 | 251,662 | 0 | |||
Deborah Lee James |
49,903,820 | 252,211 | 0 | |||
Gail Baker |
49,896,696 | 259,335 | 0 | |||
General Kevin P. Chilton, USAF (Ret.) |
49,649,571 | 506,460 | 0 | |||
General Lance W. Lord, USAF (Ret.) |
49,643,264 | 512,767 | 0 | |||
Thomas A. Corcoran |
49,643,119 | 512,912 | 0 | |||
Martin Turchin |
15,320,679 | 835,085 | 0 | |||
Vice Admiral Mathias W. Winter, USN (Ret.) |
15,318,185 | 837,579 | 0 | |||
Mark A. Tucker |
15,317,877 | 837,887 | 0 | |||
Joanne M. Maguire |
15,315,411 | 840,353 | 0 | |||
Heidi R. Wood |
15,309,295 | 846,469 | 0 | |||
Tina W. Jonas |
15,308,001 | 847,763 | 0 | |||
Warren G. Lichtenstein |
15,303,001 | 852,763 | 0 | |||
Aimee J. Nelson |
9,892,482 | 848,673 | 0 |
3. | Proposal 3 (Adjournment). The stockholders approved Proposal 3 (the final votes on Proposal 3 are set forth below). However, as there were sufficient votes at the Special Meeting for the approval of Proposal 1 and Proposal 2, the Special Meeting was not adjourned. |
For |
Against |
Abstain |
Broker Non-Votes | |||
51,340,981 | 6,804,441 | 8,165,576 | 0 |
Item 8.01 | Other Events. |
On July 6, 2022, the Company issued a press release announcing that at the Special Meeting, its stockholders had elected each of Gail Baker, Marion C. Blakey, Maj. Gen. Charles F. Bolden (Ret.), General Kevin P. Chilton (Ret.), Thomas A. Corcoran, Eileen P. Drake, Deborah Lee James and General Lance W. Lord (Ret.) to serve as a member of the Board of the Directors of the Company. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
3.1 | Excerpt of Aerojet Rocketdyne Holdings, Inc. Second Amended and Restated Bylaws | |
99.1 | Aerojet Rocketdyne Holdings, Inc. press release dated July 6, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AEROJET ROCKETDYNE HOLDINGS, INC. | ||||||
Date: July 6, 2022 | By: | /s/ Daniel L. Boehle | ||||
Name: | Daniel L. Boehle | |||||
Title: | Vice President, Chief Financial Officer |