Astronics Corporation 8-K Summary
Business Context and Reporting Period
This Form 8-K (Amendment No. 1) was filed by Astronics Corporation on May 21, 2020. The report details the results of the Company's 2020 Annual Meeting of Shareholders held on the same date. The filing addresses corporate governance matters, specifically the election of directors, the ratification of the independent auditor, and an advisory vote on executive compensation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on shareholder voting outcomes and does not contain financial performance data.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders. Holders of common shares and Class B shares voted together as one class, with Class B shares carrying ten votes per share.
- Election of the Board of Directors: All ten nominees were elected. The voting results for each nominee were as follows:
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Raymond W. Boushie | 68,716,441 | 2,183,887 | 15,403,264 |
| Robert T. Brady | 67,763,125 | 3,137,203 | 15,403,264 |
| Tonit M. Calaway | 69,591,277 | 1,309,051 | 15,403,264 |
| Jeffry D. Frisby | 67,165,672 | 3,734,656 | 15,403,264 |
| Peter J. Gundermann | 69,209,082 | 1,691,246 | 15,403,264 |
| Warren C. Johnson | 67,251,740 | 3,648,588 | 15,403,264 |
| Robert S. Keane | 68,435,573 | 2,464,755 | 15,403,264 |
| Neil Y. Kim | 69,473,504 | 1,426,824 | 15,403,264 |
| Mark Moran | 67,228,643 | 3,671,685 | 15,403,264 |
- Ratification of Auditor: Shareholders ratified the appointment of Ernst & Young LLP for fiscal year 2020. Votes cast: 85,010,809 For, 424,420 Against, 868,363 Abstained. There were no broker non-votes.
- Executive Compensation Advisory Vote: Shareholders approved the non-binding advisory vote on executive compensation. Votes cast: 62,124,619 For, 8,060,129 Against, 715,580 Abstained. There were 15,403,264 broker non-votes.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to reporting the procedural outcomes of the Annual Meeting.
Key Facts for Investor Verification
- Verify the dual-class voting structure where Class B shares hold ten votes per share compared to one vote for common shares.
- Confirm the specific number of broker non-votes (15,403,264) which impacted the director election and compensation vote but not the auditor ratification.
- Note that the compensation vote was non-binding and advisory in nature.
- Review the full Proxy Statement for detailed executive compensation data referenced in the advisory vote.