01—Abstract
Summary
Summary of the 8-K filed March 18, 2025. Cited figures are marked; the original filing is the authoritative source.
HEICO Corporation held its Annual Meeting of Shareholders on Friday, March 14, 2025, where shareholders voted on three proposals detailed in the company's definitive proxy statement filed on January 31, 2025.
The record date was January 17, 2025, when 55,018,646 shares of Common Stock (one vote each) and 83,848,845 shares of Class A Common Stock (1/10th vote each) were outstanding. All ten director nominees were elected to serve until the next annual meeting or until successors are elected and qualified. Several nominees received substantially more votes against than others; for example, Mark H.
Hildebrandt received 32,869,993 votes for and 19,987,157 against, and Dr. Alan Schriesheim received 38,172,328 for and 14,726,398 against. Most other nominees received large majorities in favor, with Thomas M.
Culligan receiving 52,268,754 for and 632,557 against. Shareholders also approved, on an advisory non-binding basis, the executive compensation of the company's named executive officers (50,071,474 for, 2,754,088 against, 98,241 abstain, 5,001,440 broker non-votes), and ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending October 31, 2025 (55,996,656 for, 1,807,174 against, 121,413 abstain).
02—Key points
Key Highlights
- Annual Meeting of Shareholders held March 14, 2025, with a record date of January 17, 2025.
- Outstanding shares at record date: 55,018,646 Common Stock (one vote each) and 83,848,845 Class A Common Stock (1/10th vote each).
- All ten director nominees elected, including Thomas M. Culligan, Carol F. Fine, Adolfo Henriques, Mark H. Hildebrandt, Eric A. Mendelson, Laurans A. Mendelson, Victor H. Mendelson, Julie Neitzel, Dr. Alan Schriesheim, and Frank J. Schwitter.
- Mark H. Hildebrandt (19,987,157 against) and Dr. Alan Schriesheim (14,726,398 against) drew the highest opposition votes among director nominees.
- Advisory vote on executive compensation passed with 50,071,474 votes for and 2,754,088 against.
- Deloitte & Touche LLP ratified as independent registered public accounting firm for fiscal year ending October 31, 2025, with 55,996,656 votes for and 1,807,174 against.
03—Questions
Frequently Asked Questions
Who was elected to HEICO's Board of Directors at the 2025 Annual Meeting?
Shareholders elected all ten director nominees: Thomas M. Culligan, Carol F. Fine, Adolfo Henriques, Mark H. Hildebrandt, Eric A. Mendelson, Laurans A. Mendelson, Victor H. Mendelson, Julie Neitzel, Dr. Alan Schriesheim, and Frank J. Schwitter. Each will serve until the next annual meeting or until a successor is elected and qualified.
Did shareholders approve executive compensation?
Yes. In a non-binding advisory vote, shareholders recorded 50,071,474 votes for, 2,754,088 against, 98,241 abstentions, and 5,001,440 broker non-votes.
Which auditor did shareholders ratify?
Shareholders ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending October 31, 2025, with 55,996,656 votes for, 1,807,174 against, and 121,413 abstentions.
How did voting power differ between share classes?
Each share of Common Stock is entitled to one vote, while each share of Class A Common Stock is entitled to 1/10th of a vote. As of the January 17, 2025 record date, 55,018,646 Common Stock shares and 83,848,845 Class A Common Stock shares were outstanding.
Where can investors find more detail on the proposals voted on?
The filing states that each proposal is described in more detail in the Company's definitive proxy statement filed on January 31, 2025.
04—Continue