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): March 7, 2012
Wesco Aircraft Holdings, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE |
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001-35235 |
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20-5441563 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
27727 Avenue Scott
Valencia, California 91355
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (661) 775-7200
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) On March 7, 2012, Wesco Aircraft Holdings, Inc. (the Company) held its annual meeting of stockholders (the Annual Meeting).
(b) At the Annual Meeting, the Companys stockholders considered and voted upon the following proposals:
1. The election of three directors (Dayne A. Baird, Jay L. Haberland and David L. Squier) to serve as Class I directors for a term of three years and until their successors are duly elected and qualified;
2. The approval, by a non-binding advisory vote, of the Companys executive compensation;
3. The recommendation, by a non-binding advisory vote, on the frequency of the advisory vote on the Companys executive compensation; and
4. The ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors for the fiscal year ending September 30, 2012.
Proposal 1 Election of Directors
The following table sets forth the number of votes in favor, the number of votes withheld and the number of broker non-votes with respect to Proposal 1, the election of Class I directors:
Director |
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Votes in Favor |
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Votes Withheld |
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Broker Non-Votes |
Dayne A. Baird |
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78,529,926 |
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4,741,111 |
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834,261 |
Jay L. Haberland |
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83,189,639 |
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81,398 |
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834,261 |
David L. Squier |
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78,833,574 |
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4,437,463 |
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834,261 |
Proposal 2 Approval on an Advisory Basis of the Companys Executive Compensation
The following table sets forth the number of votes in favor, the number of votes against, the number of abstentions and the number of broker non-votes with respect to Proposal 2, the approval, by a non-binding advisory vote, of the Companys executive compensation:
Votes in Favor |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
82,068,895 |
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90,994 |
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1,111,148 |
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834,261 |
Proposal 3 Recommendation on the Frequency of the Advisory Vote on Executive Compensation
The following table sets forth the number of votes for 1 Year, 2 Years, 3 Years, and the number of abstentions and broker non-votes with respect to Proposal 3, the recommendation, by a non-binding advisory vote, on the frequency of the advisory vote on the Companys executive compensation:
1 Year |
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2 Years |
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3 Years |
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Abstentions |
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Broker Non-Votes |
81,466,202 |
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2,900 |
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673,884 |
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1,128,051 |
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834,261 |
Proposal 4 Ratification of Appointment of Independent Auditors
The following table sets forth the number of votes in favor, the number of votes against and the number of abstentions with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors for the fiscal year ending September 30, 2012:
Votes in Favor |
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Votes Against |
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Abstentions |
84,096,823 |
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2,029 |
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6,446 |
(d) A majority of the votes cast by stockholders at the Annual Meeting voted, on an advisory basis, to hold future advisory votes on the Companys executive compensation on an annual basis, as recommended by the Companys Board of Directors. In accordance with these voting results, the Company intends to hold an advisory vote on its executive compensation annually until the next required vote on the frequency of such an advisory vote, which will occur no later than the Companys 2018 annual meeting of stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 9, 2012 |
WESCO AIRCRAFT HOLDINGS, INC. | |
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By: |
/s/ Gregory A. Hann |
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Gregory A. Hann Executive Vice President and Chief Financial Officer |