8-K/AShareholder Matters

TransDigm Group INC 8-K/A Report, Shareholder Vote Results (May 2, 2011)

Filed May 2, 2011For Securities:TDG

Summary

This filing is an amendment to a previous 8-K report, specifically updating the disclosure regarding the frequency of "say on pay" votes for TransDigm Group Incorporated (TDG). The amendment clarifies the company's decision following a shareholder vote at their annual meeting. While the original filing reported that a plurality of shares voted for annual "say on pay" votes, this amendment confirms the Board of Directors' decision to hold these advisory votes annually.

Key Highlights

  • 1Amendment to a prior 8-K filing dated March 7, 2011.
  • 2The amendment specifically addresses Item 5.07 concerning the submission of matters to a vote of security holders.
  • 3The company's Board of Directors has decided to hold non-binding advisory votes on executive compensation ('say on pay') on an annual basis.
  • 4This decision was made in light of the shareholder vote at the annual meeting, where a plurality favored annual 'say on pay' votes.
  • 5The company will continue to hold annual 'say on pay' votes until the next required advisory vote on the frequency of such votes.
  • 6No other changes or disclosures are being made in this amendment to the original 8-K.
  • 7Gregory Rufus, Executive Vice President, Chief Financial Officer and Secretary, signed the report.

Frequently Asked Questions

The primary purpose is to amend a previous 8-K filing from March 7, 2011, to clarify TransDigm Group's decision on the frequency of its 'say on pay' advisory votes. The Board has confirmed they will hold these votes annually.

At the annual meeting, a plurality of the voting shares indicated a preference for holding 'say on pay' advisory votes on an annual basis.

This filing specifically addresses the frequency of the *advisory vote* on executive compensation, not the compensation itself. The vote is non-binding. The company has committed to holding the advisory vote annually, but this does not inherently mean changes to compensation will occur solely due to the vote result.

No, this amendment is solely focused on updating the disclosure regarding the frequency of 'say on pay' votes. No other changes or new information are being presented in this filing.