Summary
This 8-K filing from FTAI Aviation Ltd. (formerly Fortress Transportation and Infrastructure Investors LLC) reports on the outcomes of its 2018 Annual Meeting of Shareholders held on June 1, 2018. The primary focus is on the shareholder votes regarding director elections and the ratification of the independent registered public accounting firm. The meeting confirmed the election of two Class III directors, Kenneth J. Nicholson and A. Andrew Levison, to serve until the 2021 Annual Meeting. The appointment of Ernst & Young LLP as the company's independent auditor for the fiscal year ending December 31, 2018, was overwhelmingly ratified by shareholders. This provides continued assurance on the company's financial reporting and oversight.
Key Highlights
- 1Shareholders elected two Class III directors, Kenneth J. Nicholson and A. Andrew Levison, to serve until the 2021 Annual Meeting.
- 2Both directors received a significant majority of votes in favor of their election.
- 3The appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2018 was ratified.
- 4The ratification of the auditor received an overwhelming number of 'Votes For' compared to 'Votes Against' and 'Abstentions'.
- 5The filing clarifies the nature and impact of broker non-votes on director elections, which is a non-routine matter under NYSE rules.
Frequently Asked Questions
The two main items voted on were the election of two Class III directors and the ratification of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2018.
Kenneth J. Nicholson and A. Andrew Levison were elected as Class III directors. They will serve until the 2021 Annual Meeting of Shareholders and until their respective successors are duly elected or appointed and qualified.
While there were votes withheld and broker non-votes for director elections, both director nominees received a substantial majority of votes in favor. The ratification of Ernst & Young LLP as the auditor saw overwhelming support, with very few votes against or abstentions.
Broker non-votes occur when a broker holding shares in 'street name' does not receive voting instructions from the beneficial owner. Under NYSE rules, brokers cannot vote on non-routine matters like director elections without instructions. These non-votes were counted in the total shares outstanding but did not count for or against the director nominees, effectively reducing the proportion of votes directly cast on the matter.