Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2021
TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware 001-32833 41-2101738
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
1301 East 9th Street,
Suite 3000,
(Address of principal executive offices) (Zip Code)

(216) 706-2960
(Registrant’s telephone number, including area code)

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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Trading Symbol: Name of each exchange on which registered:
Common Stock, $0.01 par value TDG New York Stock Exchange
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 5.07. Submission of Matters to a Vote Security Holders.
On March 18, 2021, TransDigm Group Incorporated (the "Company") conducted its Annual Meeting of Stockholders (the "2021 Annual Meeting"). At the meeting, Messrs. David Barr, Mervin Dunn, Michael Graff, Sean Hennessy, W. Nicholas Howley, Raymond Laubenthal, Gary E. McCullough, Robert Small, John Staer and Kevin Stein and Ms. Michele Santana were re-elected as directors of the Company. In addition, Proposal 3 was approved as the stockholders, in an advisory vote, ratified the Company’s selection of Ernst & Young LLP as its independent accountants for the fiscal year ending September 30, 2021. Proposal 2 was not approved because it did not receive the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the 2021 Annual Meeting and entitled to vote thereon. The details of the vote are set forth below:
Proposal 1 – Election of Directors:
David Barr 48,096,884  1,112,877 
Mervin Dunn 28,941,896  20,267,865 
Michael Graff 30,721,336  18,488,425 
Sean Hennessy 31,090,476  18,119,285 
W. Nicholas Howley 45,009,799  4,199,962 
Raymond Laubenthal 48,883,378  326,383 
Gary E. McCullough 48,063,797  1,145,964 
Michele Santana 48,159,166  1,050,595 
Robert Small 31,250,666  17,959,095 
John Staer 44,940,760  4,269,001 
Kevin Stein 48,537,728  672,033 

Proposal 2 – To conduct an advisory vote on compensation paid to the Company’s named executive officers:
FOR 21,147,676 
AGAINST 28,045,658 
ABSTAIN 16,427 

Proposal 3 – To ratify the selection of Ernst & Young LLP as the Company's independent accountants for the fiscal year ending September 30, 2021:
FOR 50,303,806 
AGAINST 223,322 
ABSTAIN 13,473 

No other matters were brought before stockholders for a vote at the 2021 Annual Meeting.

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.

/s/ Halle Fine Terrion
Halle Fine Terrion
General Counsel, Chief Compliance Officer and Secretary

Dated: March 24, 2021