Document


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): July 21, 2016
 
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.)
 
 
 
 
 
899 Cassatt Road, Suite 210
 
19312
Berwyn, Pennsylvania
 
(Zip Code)
(Address of principal executive offices)
 
 
 
(610) 251-1000
(Registrant's telephone number, including area code)
 
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):
 
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.
The Annual Meeting of Stockholders of Triumph Group, Inc. (the “Company”) was held on July 21, 2016. The total number of shares represented at the Annual Meeting in person or by proxy was 46,319,147 of the 49,521,405 shares of common stock outstanding and entitled to vote at the Annual Meeting.
The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matter, where applicable, are set forth in the table below. With respect to the election of Paul Bourgon, Daniel J. Crowley, John G. Drosdick, Ralph E. Eberhart, Richard C. Gozon, Dawne S. Hickton, Richard C. Ill, William L. Mansfield, Adam J. Palmer, and Joseph M. Silvestri as directors for a term ending at the Company’s next annual meeting of stockholders and until their successors are duly elected and qualified, each nominee for director received the number of votes set forth opposite his name.
 
Number of Votes
Candidate
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Paul Bourgon
41,101,497
250,801
16,548
4,950,301
Daniel J. Crowley
41,118,560
234,425
15,861
4,950,301
John G. Drosdick
41,096,466
256,642
15,738
4,950,301
Ralph E. Eberhart
40,314,200
1,038,013
16,633
4,950,301
Richard C. Gozon
40,589,475
762,722
16,649
4,950,301
Dawne S. Hickton
41,120,224
237,781
10,841
4,950,301
Richard C. Ill
41,021,941
331,349
15,556
4,950,301
William L. Mansfield
40,972,422
378,368
18,056
4,950,301
Adam J. Palmer
39,450,187
1,900,601
18,058
4,950,301
Joseph M. Silvestri
40,776,988
572,977
18,881
4,950,301
On the approval, by advisory vote, of executive compensation for fiscal 2016:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
40,557,820
600,893
210,133
4,950,301

On the ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2017:
FOR
AGAINST
ABSTAIN
45,846,039
458,157
14,951









On the basis of the above votes: (i) Paul Bourgon, Daniel J. Crowley, John J. Drosdick, Ralph E. Eberhart, Richard C. Gozon, Dawne S. Hickton, Richard C. Ill, William L. Mansfield, Adam J. Palmer, and Joseph M. Silvestri were each duly elected as directors for a term ending at the Company’s next annual meeting of stockholders and until their successors are duly elected and qualified; (ii) the compensation for fiscal 2016 paid to the Company’s named executive officers was approved on an advisory basis; and (iii) the proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2017 was adopted.

SIGNATURE
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:
July 26, 2016
TRIUMPH GROUP, INC.
 
 
 
 
 
 
By:
  /s/ John B. Wright, II
 
 
 
John B. Wright, II
 
 
 
Senior Vice President, General Counsel and Secretary