- Current report filing (8-K)
March 13 2012 - 2:19PM
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
Date of report (Date of earliest event reported): March 13, 2012
GOODRICH CORPORATION
(Exact Name of Registrant as Specified in Charter)
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New York
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1-892
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34-0252680
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Four Coliseum Centre, 2730 West Tyvola Road,
Charlotte, North Carolina
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28217
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (704) 423-7000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the special meeting of shareholders of Goodrich Corporation (the Company) held on March 13, 2012, shareholders approved (i) the proposal to adopt the Agreement and Plan of Merger
dated as of September 21, 2011, by and among the Company, United Technologies Corporation and Charlotte Lucas Corporation, and (ii) the proposal to approve, on a non-binding advisory basis, the compensation to be paid to the Companys
named executive officers that is based on or otherwise relates to the merger.
On February 6, 2012, the record date for
shareholders entitled to notice of, and to vote at, the special meeting, 125,798,934 common shares of the Company were issued and outstanding. The holders of 95,151,100 common shares of the Company were present at the special meeting, either in
person or represented by proxy, constituting a quorum. Set forth below are the final voting results for each of the proposals.
Proposal 1
. Adoption of the Agreement and Plan of Merger.
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For
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Against
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Abstain
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94,052,362
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1,005,702
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93,036
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Proposal 2
. Approval, on a non-binding advisory basis, of the compensation to be paid to the
Companys named executive officers that is based on or otherwise relates to the merger.
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For
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Against
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Abstain
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78,237,748
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13,368,960
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3,544,392
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Since there were sufficient votes represented at the special meeting to adopt the merger agreement, the
proposal to adjourn the special meeting to permit further solicitation of proxies to adopt the merger agreement was moot and therefore not presented or voted on.
On
March 13, 2012, the Company issued a press release announcing shareholder adoption of the Agreement and Plan of Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Description
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99.1
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Press Release issued by the Company, dated March 13, 2012
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SIGNATURE
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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GOODRICH CORPORATION
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By:
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/s/ Scott E. Kuechle
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Scott E. Kuechle
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Executive Vice President and
Chief Financial Officer
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Date: March 13, 2012
EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Press Release issued by the Company, dated March 13, 2012
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