Form 8-K

 

 

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 5, 2014

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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Immediately following the Annual Meeting of Shareholders (the “2014 Annual Meeting”) of Esterline Technologies Corporation (“Esterline”) on March 5, 2014, R. Bradley Lawrence retired from the Esterline Board and from his position as Executive Chairman. Mr. Lawrence’s retirement from these roles was previously announced in Esterline’s proxy statement in connection with the 2014 Annual Meeting.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2014 Annual Meeting held on March 5, 2014, the shareholders acted on the following proposals:

 

(a) Proposal 1 – Election of Directors. The shareholders elected each of the director nominees set forth below. The shareholders voted as follows:

 

     Votes Cast

Name

  

For

  

Against

  

Abstain

  

Broker
Non-Votes

Anthony P. Franceschini*

   27,693,517    1,148,351    6,440    1,137,541

James J. Morris*

   28,612,630    229,141    6,537    1,137,541

Henry W. Winship IV*

   28,258,028    583,584    6,696    1,137,541

Curtis C. Reusser**

   28,594,983    246,628    6,697    1,137,541

 

* Director nominee for a three-year term expiring at the 2017 annual meeting.
** Director nominee for a term expiring at the 2016 annual meeting.

 

(b) Proposal 2 – 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 25, 2013. The shareholders voted as follows:

 

Votes Cast

For

 

Against

    Abstain  

Broker Non-Votes

28,192,460     613,740      42,108   1,137,541

 

(c) Proposal 3 – 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 31, 2014. The shareholders voted as follows:

 

For

    

Votes Cast

Against

    

Abstain

29,611,646      364,878      9,325


Item 8.01. Other Events.

On March 5, 2014, the Board of Directors of Esterline appointed Curtis C. Reusser, the Company’s President and Chief Executive Officer, to serve as Chairman, replacing Mr. Lawrence who retired as Executive Chairman as reported under Item 5.02 of this report.


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 10, 2014

   By:  

/s/ MARCIA J. MASON

   Name:   Marcia J. Mason
   Title:   Vice President & General Counsel