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

March 6, 2013

Date of Report (Date of earliest event reported)

 

 

ESTERLINE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		001-06357		13-2595091
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

 

500-108th Avenue NE, Bellevue, Washington		98004
(Address of principal executive offices)		(Zip Code)

(425) 453-9400

(Registrant’s telephone number, including area code)

 

 

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:

 

¨	Written communication 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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

The 2013 Annual Meeting of Shareholders of Esterline Technologies Corporation (“Esterline”) was held on March 6, 2013, at which the shareholders acted on the following proposals:

 

(a)	Proposal 1 – Election of Directors. The shareholders elected each of the director nominees set forth below for a three-year term expiring at the 2016 annual meeting. The shareholders voted as follows:

 

		Votes Cast
Name		For				Against				Abstain				Broker Non-Votes
Paul V. Haack			26,711,416				822,374				24,801				1,453,769
Scott E. Kuechle			27,107,104				426,848				24,639				1,453,769
R. Bradley Lawrence			26,669,457				865,224				23,910				1,453,769

 

(b)	Proposal 2 – Approval of the Esterline Technologies Corporation 2013 Equity Incentive Plan. The shareholders approved the Esterline Technologies Corporation 2013 Equity Incentive Plan. The shareholders voted as follows:

 

Votes Cast
For		Against		Abstain		Broker Non-Votes
25,616,233		1,875,264		67,094		1,453,769

 

(c)	Proposal 3 – Advisory Vote on Executive Compensation. The shareholders approved, on an advisory basis, the compensation of Esterline’s named executive officers for the fiscal year ended October 26, 2012. The shareholders voted as follows:

 

Votes Cast
For		Against		Abstain		Broker Non-Votes
25,558,555		937,262		62,774		1,453,769

 

(d)

Proposal 4 – Ratification of Ernst & Young LLP as Esterline’s Independent Registered Public Accounting Firm. The shareholders ratified the selection of Ernst & Young LLP as Esterline’s independent registered public accounting firm for the fiscal year ending October 25, 2013. The shareholders voted as follows:

 

Votes Cast
For		Against		Abstain
28,442,097		543,378		26,885

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Item 8.01.

Other Events.

On March 8, 2013, Esterline announced that it will redeem all of its 6.625% Senior Notes due 2017 that remain outstanding on April 9, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press issued by Esterline Technologies Corporation dated March 8, 2013.

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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.

 

		ESTERLINE TECHNOLOGIES CORPORATION
Dated: March 8, 2013		By:		/s/ ROBERT D. GEORGE
		Name:		Robert D. George
		Title:		Chief Financial Officer, Vice President & Corporate Development

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release issued by Esterline Technologies Corporation dated March 8, 2013.