Summary
TransDigm Group Incorporated (TDG) filed an 8-K on June 15, 2020, reporting the resignation of a Board Director, William Dries, effective June 12, 2020. Mr. Dries cited health reasons for his departure and confirmed there were no disagreements with the company regarding its operations, policies, or practices. This resignation impacts the upcoming annual meeting of stockholders, scheduled for June 29, 2020. As a direct consequence of Mr. Dries' resignation, the size of the Board of Directors has been reduced by one, from twelve to eleven members. Consequently, only eleven directors will be nominated for election at the Annual Meeting, instead of the previously planned twelve. Importantly, the proxy votes already submitted by shareholders remain valid and will be counted, with the exception of votes intended for Mr. Dries, which will not be cast.
Key Highlights
- 1William Dries resigned from the Board of Directors and its Audit and Nominating/Corporate Governance Committees, effective June 12, 2020.
- 2The resignation is attributed to health reasons and is not due to any disagreement with TransDigm Group.
- 3Mr. Dries' name has been withdrawn from nomination for re-election at the upcoming Annual Meeting of Stockholders.
- 4The Board of Directors' size has been reduced by one, from twelve to eleven directors.
- 5Eleven directors, rather than twelve, will be nominated for election at the June 29, 2020 Annual Meeting.
- 6Existing proxy votes will remain valid and will be voted at the Annual Meeting, excluding those for Mr. Dries.