Business Context and Reporting Period
This Form 8-K Current Report from Astronics Corporation (NASDAQ: ATRO) covers the 2019 Annual Meeting of Shareholders held on May 30, 2019. The filing details the submission of matters to a vote of security holders, specifically the election of the Board of Directors and the ratification of the independent registered public accounting firm.
Key Financial Metrics
This filing is a corporate governance report and does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's Form 10-K or 10-Q for financial statements.
Material Changes and Voting Results
The filing reports the final voting results for two agenda items. Shareholders of common stock and Class B shares voted together as one class, with Class B shares carrying ten votes per share.
1. Election of the Board of Directors
All nominees were elected. The voting breakdown for each director is as follows:
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Raymond W. Boushie | 71,046,749 | 7,030,036 | 17,402,154 |
| Robert T. Brady | 67,768,215 | 10,308,570 | 17,402,154 |
| Jeffry D. Frisby | 68,950,074 | 9,126,711 | 17,402,154 |
| Peter J. Gundermann | 74,820,856 | 3,255,929 | 17,402,154 |
| Warren C. Johnson | 72,171,296 | 5,905,489 | 17,402,154 |
| Kevin T. Keane | 71,000,912 | 7,075,873 | 17,402,154 |
| Neil Kim | 74,884,155 | 3,192,630 | 17,402,154 |
| Mark Moran | 74,184,985 | 3,891,800 | 17,402,154 |
2. Ratification of Independent Auditor
Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2019.
- For: 92,679,686 votes
- Against: 514,421 votes
- Abstained: 2,284,832 votes
- Broker Non-Votes: None
The affirmative votes constituted more than a majority of the votes represented at the meeting.
Guidance, Outlook, and Risks
This filing contains no management commentary, financial guidance, outlook, risk factors, or discussion of contingencies and unusual items.
Key Facts for Investor Verification
- Meeting Date: May 30, 2019.
- Voting Structure: Common and Class B shares voted as one class; Class B shares have 10 votes per share.
- Board Composition: All 8 nominees were successfully elected to the Board of Directors.
- Auditor: Ernst & Young LLP was ratified for the 2019 fiscal year with overwhelming support (approx. 94.6% of votes cast).
- Broker Non-Votes: Significant broker non-votes (17,402,154) occurred for the director elections but did not affect the outcome as all nominees received majority support.