8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 13, 2012

GOODRICH CORPORATION

(Exact Name of Registrant as Specified in Charter)

New York	1-892	34-0252680
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Four Coliseum Centre, 2730 West Tyvola Road, Charlotte, North Carolina		28217
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (704) 423-7000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the special meeting of shareholders of Goodrich Corporation (the “Company”) held on March 13, 2012, shareholders approved (i) the proposal to adopt the Agreement and Plan of Merger dated as of September 21, 2011, by and among the Company, United Technologies Corporation and Charlotte Lucas Corporation, and (ii) the proposal to approve, on a non-binding advisory basis, the compensation to be paid to the Company’s named executive officers that is based on or otherwise relates to the merger.

On February 6, 2012, the record date for shareholders entitled to notice of, and to vote at, the special meeting, 125,798,934 common shares of the Company were issued and outstanding. The holders of 95,151,100 common shares of the Company were present at the special meeting, either in person or represented by proxy, constituting a quorum. Set forth below are the final voting results for each of the proposals.

Proposal 1. Adoption of the Agreement and Plan of Merger.

For	Against		Abstain
94,052,362		1,005,702		93,036

Proposal 2. Approval, on a non-binding advisory basis, of the compensation to be paid to the Company’s named executive officers that is based on or otherwise relates to the merger.

For	Against		Abstain
78,237,748		13,368,960		3,544,392

Since there were sufficient votes represented at the special meeting to adopt the merger agreement, the proposal to adjourn the special meeting to permit further solicitation of proxies to adopt the merger agreement was moot and therefore not presented or voted on.

Item 8.01. Other Events.

On March 13, 2012, the Company issued a press release announcing shareholder adoption of the Agreement and Plan of Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release issued by the Company, dated March 13, 2012

SIGNATURE

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.

GOODRICH CORPORATION
By:	/s/ Scott E. Kuechle
	Scott E. Kuechle
	Executive Vice President and Chief Financial Officer

Date: March 13, 2012

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by the Company, dated March 13, 2012

EX-99.1

Exhibit 99.1

	News Release
Media Contact:	Goodrich Corporation
Lisa Bottle     +1 704 423 7060	Four Coliseum Centre
Andrew Martin     +1 704 423 7048	2730 West Tyvola Road
	Charlotte, NC 28217-4578
Investor Relations:	USA
Paul Gifford     +1 704 423 5517	www.goodrich.com
For Immediate Release

Goodrich Corporation Shareholders Approve Merger with United Technologies

CHARLOTTE, NC, March 13, 2012 – Goodrich Corporation (NYSE: GR) announced that, at the special meeting of shareholders held today, Goodrich shareholders voted to approve the proposed merger with United Technologies Corp. (NYSE:UTX). The final tabulation indicates that more than 98 percent of votes were cast in favor of the transaction, which represents approximately 75 percent of the total outstanding shares of Goodrich common stock as of February 6, 2012, the record date for the special meeting.

Upon completion of the merger, Goodrich will become a wholly owned subsidiary of United Technologies and Goodrich shareholders will receive $127.50 in cash, without interest, for each share of Goodrich common stock they own, representing a 47.4 percent premium to the closing stock price on Thursday, September 15, 2011, the last full day of trading prior to market rumors of a transaction. The transaction has a total enterprise value of approximately $18.4 billion, including approximately $1.9 billion in net debt assumed. Goodrich continues to expect the merger to be completed by mid-2012, following the satisfaction or waiver of all closing conditions.

“We are pleased by the support of our shareholders, which confirms our confidence in the significant value that this business combination will create for our investors,” said Marshall Larsen, Chairman, President and Chief Executive Officer of Goodrich. “Since joining Goodrich in 1977, I have had the pleasure of watching the innovations of our talented employees move from the drawing board to the production line. By leading the way in technology and innovation, Goodrich has experienced a period of remarkable growth. Our successes would not be possible without the hard work and commitment of all of our employees, and I would like to thank them for their tireless efforts in building a world class aerospace company.

“I would also like to thank the Board for their service and unwavering focus on driving shareholder value. Since our transformation into a pure play aerospace company, we have driven substantial growth in sales, margins, profit and cash flow, and significantly increased shareholder value. Goodrich has consistently paid an annual or quarterly dividend since 1936.

“We expect the increased global scale that this transaction provides will best position us for continued success and future growth across our many platforms. Together with United Technologies, we expect to advance the aerospace industry, and we look forward to an expeditious completion of this transaction in mid-2012,” concluded Mr. Larsen.

Goodrich Corporation, a Fortune 500 company, is a global supplier of systems and services to aerospace, defense and homeland security markets. With one of the most strategically diversified portfolios of products in the industry, Goodrich serves a global customer base with significant worldwide manufacturing and service facilities. For more information visit http://www.goodrich.com.

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