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 17, 2023

HEICO CORPORATION

(Exact name of registrant as specified in its charter)

Florida	001-04604	65-0341002
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3000 Taft Street, Hollywood, Florida 33021

(Address of Principal Executive Offices) (Zip Code)

(954) 987-4000

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	HEI	New York Stock Exchange
Class A Common Stock, $.01 par value per share	HEI.A	New York Stock Exchange

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 5.07    Submission of Matters to a Vote of Security Holders.

HEICO Corporation (the "Company") held its Annual Meeting of Shareholders on Friday, March 17, 2023. The shareholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on February 3, 2023.

Only holders of record of HEICO Common Stock, $0.01 par value per share (“Common Stock”), and Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), as of the close of business on January 20, 2023 (the record date) were entitled to vote at the Annual Meeting. On that date, there were outstanding 54,553,440 shares of Common Stock, each entitled to one vote, and 82,157,085 shares of Class A Common Stock, each entitled to 1/10th vote per share.

Proposal 1:    Proposal to Elect Directors

The Company’s shareholders elected all nine director nominees to serve until the next annual meeting of shareholders or until a successor is elected and qualified. The result of the vote is set forth in the table below:

Director	For	Withheld	Broker Non-Votes
Thomas M. Culligan	51,300,955	769,253	4,892,281
Carol F. Fine	51,813,800	256,408	4,892,281
Adolfo Henriques	51,076,127	994,081	4,892,281
Mark H. Hildebrandt	31,631,839	20,438,369	4,892,281
Eric A. Mendelson	50,970,931	1,099,277	4,892,281
Laurans A. Mendelson	49,846,425	2,223,783	4,892,281
Victor H. Mendelson	50,969,688	1,100,520	4,892,281
Julie Neitzel	51,233,618	836,590	4,892,281
Dr. Alan Schriesheim	37,418,000	14,652,208	4,892,281
Frank J. Schwitter	49,072,980	2,997,228	4,892,281

Proposal 2:    Advisory Vote on Executive Compensation

    The Company’s shareholders held a non-binding, advisory vote on executive compensation. The result of the vote is set forth in the table below:

For	Against	Abstain	Broker Non-Votes
47,780,793	4,217,045	72,370	4,892,281

Proposal 3:    Advisory Vote On The Frequency of Holding Future Advisory Votes on

        Executive Compensation

The Company’s shareholders held a non-binding, advisory vote on how frequently they would like an advisory vote on executive compensation. The result of the vote is set forth in the table below:

3 Years	2 Years	1 Year	Abstain	Broker Non-Votes
4,696,764	206,314	47,031,549	135,581	4,892,281

Proposal 4:    Ratification of Independent Registered Public Accounting Firm

    The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023. The result of the vote is set forth in the table below:

For	Against	Abstain
55,164,902	1,389,555	408,032

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.

		HEICO CORPORATION
Date:	March 20, 2023	By:	/s/ CARLOS L. MACAU, JR.
			Carlos L. Macau, Jr. Executive Vice President - Chief Financial Officer and Treasurer

XML

DOCUMENT AND ENTITY INFORMATION Document	Mar. 17, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 17, 2023
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false

XML

DOCUMENT AND ENTITY INFORMATION Entity	Mar. 17, 2023
Entity Information [Line Items]
Entity Central Index Key	0000046619
Entity Registrant Name	HEICO CORPORATION
Entity Incorporation, State or Country Code	FL
Entity File Number	001-04604
Entity Tax Identification Number	65-0341002
Entity Address, Address Line One	3000 Taft Street
Entity Address, City or Town	Hollywood
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33021
City Area Code	954
Local Phone Number	987-4000
Entity Emerging Growth Company	false
Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $.01 par value per share
Trading Symbol	HEI.A
Security Exchange Name	NYSE
Heico Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	HEI
Security Exchange Name	NYSE