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): May 3, 2016
L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
(Exact names of registrants as specified in their charters)
DELAWARE | 001-14141 333-46983 |
13-3937434 13-3937436 | ||
(State or other jurisdiction of incorporation) |
(Commission File Numbers) |
(IRS Employer Identification Nos.) |
600 THIRD AVENUE, NEW YORK, NEW YORK | 10016 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 697-1111
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:
¨ | 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)) |
ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 3, 2016, L-3 Communications Holdings, Inc. (the Company) held its 2016 Annual Meeting as described in the definitive proxy statement for the Annual Meeting filed on March 23, 2016. A quorum was present at the meeting as required by the Companys Amended and Restated Bylaws. The chart below sets forth the number of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the shareholders:
Proposal 1 Election of Directors
The following ten directors were elected to the Board of Directors of the Company to serve as directors until the 2017 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
|||||||||||||
Claude R. Canizares |
64,579,343 | 1,208,232 | 598,349 | 6,185,078 | ||||||||||||
Thomas A. Corcoran |
64,372,786 | 1,450,949 | 562,189 | 6,185,078 | ||||||||||||
Ann E. Dunwoody |
65,071,265 | 879,649 | 435,010 | 6,185,078 | ||||||||||||
Lewis Kramer |
64,529,755 | 1,260,930 | 595,239 | 6,185,078 | ||||||||||||
Robert B. Millard |
64,318,576 | 1,491,524 | 575,824 | 6,185,078 | ||||||||||||
Lloyd W. Newton |
64,756,724 | 1,022,763 | 606,437 | 6,185,078 | ||||||||||||
Vincent Pagano, Jr. |
64,308,277 | 1,522,477 | 555,170 | 6,185,078 | ||||||||||||
H. Hugh Shelton |
64,759,303 | 1,027,584 | 599,037 | 6,185,078 | ||||||||||||
Arthur L. Simon |
64,371,407 | 1,425,824 | 588,693 | 6,185,078 | ||||||||||||
Michael T. Strianese |
63,298,152 | 2,345,893 | 741,879 | 6,185,078 |
Proposal 2 Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm
The appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified.
Votes For |
Votes Against |
Votes Abstained | ||
70,789,931 |
1,477,810 | 303,261 |
Proposal 3 Approve, in a non-binding, advisory vote, the compensation paid to our named executive officers
The shareholders approved in a non-binding, advisory vote, the compensation paid to our named executive officers.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
62,303,014 |
3,212,365 | 870,545 | 6,185,078 |
Proposal 4 Approve an amendment to the L-3 Communications Holdings, Inc. Amended and Restated 2008 Long Term Performance Plan
The shareholders approved an amendment to the L-3 Communications Holdings, Inc. Amended and Restated 2008 Long Term Performance Plan.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
57,568,944 |
8,292,788 | 524,192 | 6,185,078 |
Proposal 5 Adopt an Agreement and Plan of Merger effecting the elimination of the Companys holding company structure
The shareholders adopted an Agreement and Plan of Merger effecting the elimination of the Companys holding company structure.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
64,936,060 |
926,978 | 522,886 | 6,185,078 |
Proposal 6 Consider a shareholder proposal to amend and restate the Companys Amended and Restated Certificate of Incorporation to permit shareholders to take action by written consent
The shareholders did not approve the shareholder proposal to permit shareholders to take action by written consent.
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
43,359,066 |
21,469,150 | 1,557,708 | 6,185,078 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
L-3 COMMUNICATIONS HOLDINGS, INC. L-3 COMMUNICATIONS CORPORATION | ||
By: | /s/ Allen E. Danzig | |
Name: | Allen E. Danzig | |
Title: | Vice President, Assistant General Counsel and Assistant Secretary |
Dated: May 5, 2016