Form 8-K - Current report

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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): August 8, 2024

 

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		1-12235		51-0347963
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

555 E Lancaster Avenue, Suite 400
Radnor, Pennsylvania		19087
(Address of principal executive offices)		(Zip Code)

 

 

Registrant's telephone number, including area code: [phone]

 

Not Applicable

(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 (see General Instruction A.2. below):

 

☐	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, par value $.001 per share		TGI		New York Stock Exchange
Purchase Rights				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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On August 8, 2024, Triumph Group, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders ("The Annual Meeting").

The Company's stockholders voted on the following proposals and the final voting results are as provided below:

 

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Proposal 1: Election of Directors. The following persons were elected as directors of the Company for a one year term, such term to continue until the next Annual Meeting of stockholders to be held in 2025 and until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation or removal:

 

	Number of Votes
Candidate	For	Against	Abstain	Broker-Non-Votes
Patrick E. Allen	59,255,983	1,786,024	10,203	4,727,591
Mark C. Cherry	59,404,405	1,637,126	10,679	4,727,591
Daniel J. Crowley	58,648,389	2,390,802	13,019	4,727,591
Cynthia M. Egnotovich	57,967,565	3,074,172	10,473	4,727,591
Daniel P. Garton	58,211,309	2,830,166	10,735	4,727,591
Barbara W. Humpton	58,385,951	2,656,124	10,135	4,727,591
Neal J. Keating	60,700,156	341,830	10,224	4,727,591
Courtney R. Mather	60,607,646	434,183	10,381	4,727,591
Colleen C. Repplier	58,345,254	2,696,130	10,826	4,727,591

Proposal 2: Ratification of Selection of Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025. The stockholder votes were as follows:

 

For	Against	Abstain	Broker Non-Votes
63,451,802	2,316,095	11,904	None

Proposal 3: Advisory Vote on Compensation Paid to Named Executive Officers for Fiscal Year 2024. The stockholders approved, by advisory vote, the compensation paid to the Company’s named executive officers for fiscal year 2024. The stockholder votes were as follows:

 

For	Against	Abstain	Broker Non-Votes
57,405,009	3,485,294	161,907	4,727,591

Proposal 4: Stockholder Proposal to Adopt a Policy and Amend the Company's Governing Documents so that Two Separate People Hold the Office of Chairman and Chief Executive Officer of the Company. The stockholders did not approve the stockholder proposal to adopt a policy and amend the Company's governing documents so that two separate people hold the office of Chairman and Chief Executive Officer of the Company. The stockholder votes were as follows:

 

For	Against	Abstain	Broker Non-Votes
17,063,201	43,961,024	27,985	4,727,591

 

 

 

 

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:	August 14, 2024	TRIUMPH GROUP, INC.
		By:	/s/ Jennifer H. Allen
			Jennifer H. Allen
			Chief Administrative Officer and Senior Vice President, General Counsel and Secretary

 

 

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Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TRIUMPH GROUP, INC.

Triumph Group, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

1.

That the Certificate of Incorporation of the Corporation is hereby amended by deleting Section “FOURTH”, Subsection “A.” in its entirety and by substituting in lieu of said paragraph the following:

“A. The number of shares of stock which the Corporation shall have authority to issue is 200,000,000 shares of Common Stock, $.001 par value per share (“Common Stock”), and 250,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”).”

2.

That the Certificate of Incorporation of the Corporation is hereby amended by deleting Section “SEVENTH” in its entirety and by substituting in lieu of said paragraph the following:

“SEVENTH: A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director's or officer's duty of loyalty to the Corporation or its stock-holders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, (iv) for any transaction from which the director or officer derived an improper personal benefit or (e) for li-ability of an officer in any action by or in the right of the Company. If the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of directors or officers, then the liability of the directors or officers of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of Delaware. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation at the time of such repeal or modification.”

3.

That the foregoing amendment to the Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

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IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 21st day of July, 2023.

TRIUMPH GROUP, INC.
By	/s/ Jennifer H. Allen
Name:	Jennifer H. Allen
Title:	Senior Vice President, General Counsel and Chief Administration Officer

 

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Document And Entity Information	Aug. 08, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2024
Entity Registrant Name	TRIUMPH GROUP, INC.
Entity Central Index Key	0001021162
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0347963
Entity File Number	1-12235
Entity Address, Address Line One	555 E Lancaster Avenue
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Radnor
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19087
City Area Code	(601)
Local Phone Number	251-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	TGI
Security Exchange Name	NYSE
Purchase Rights [Member]
Document Information [Line Items]
Title of 12(b) Security	Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NYSE

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