Current Report Filing (8-k)
May 17 2017 - 04:16PM
Edgar (US Regulatory)
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
May 16, 2017
Date
of Report (Date of earliest event reported)
ESTERLINE
TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-06357
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13-2595091
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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500-108
th
Avenue NE, Bellevue, Washington
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98004
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(Address of principal executive offices)
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(Zip Code)
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(425)
453-9400
(Registrants 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:
☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective May 16, 2017, the Board of Directors (the Board)
of Esterline Technologies Corporation (Esterline) increased the size of the Board from nine (9) to ten (10) directors and elected Michael J. Covey to serve as a director of Esterline. Mr. Covey was appointed to the class
of directors whose term expires at the 2020 annual stockholders meeting. Mr. Covey has not initially been appointed to any Board committees.
Mr. Coveys election results from a search and selection process conducted by Esterlines Nominating & Corporate
Governance Committee to fill a vacancy caused by the retirement of Mr. James Morris as a director of Esterline in February 2017. In accordance with the agreement with First Pacific Advisors, LLC and certain of its affiliates named in the
agreement (collectively, FPA) dated October 18, 2016, the Nominating & Corporate Governance Committee gave due and careful consideration to the potential candidates submitted by FPA and shared with FPA information
pertaining to the other final proposed candidates it considered, including Mr. Covey.
For his service as a
non-employee
director, Mr. Covey will be entitled to receive the standard compensation for
non-employee
directors of Esterline. Esterline will also reimburse
Mr. Covey for
out-of-pocket
expenses incurred in connection with attendance or participation at meetings. The
non-employee
director compensation program is described in further detail in Esterlines proxy statement for its 2017 Annual Meeting filed with the Securities and Exchange Commission on December 29, 2016.
Item 7.01.
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Regulation FD Disclosure.
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On May 17, 2017, Esterline issued a press release
announcing the election of Mr. Covey as a director, which is furnished as Exhibit 99.1 to this report.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Press release issued by Esterline Technologies Corporation dated May 17, 2017.
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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.
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ESTERLINE TECHNOLOGIES CORPORATION
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Dated: May 17, 2017
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By:
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/s/ MARCIA J. MASON
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Name:
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Marcia J. Mason
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Title:
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Executive Vice President & General Counsel
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press release issued by Esterline Technologies Corporation dated May 17, 2017.
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