Item 5.07
Submission of Matters to a Vote of Security Holders
(a) On January 23, 2013, Wesco Aircraft Holdings, Inc. (the Company) held its annual meeting of stockholders (the Annual Meeting).
(b) At the Annual Meeting, the Companys stockholders considered and voted upon the following proposals:
1.
The election of three directors (Paul E. Fulchino, Scott E. Kuechle and Robert D. Paulson) to serve as Class II directors for a term of three years and until their successors are duly elected and qualified;
2.
The approval, by a non-binding advisory vote, of the Companys executive compensation; and
3.
The ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors for the fiscal year ending September 30, 2013.
Proposal 1 Election of Directors
The following table sets forth the number of votes in favor, the number of votes withheld and the number of broker non-votes with respect to Proposal 1, the election of Class I directors:
Director
|
|
Votes in Favor
|
|
Votes Withheld
|
|
Broker Non-Votes
|
|
Paul E. Fulchino
|
|
87,344,375
|
|
112,232
|
|
3,808,127
|
|
Scott E. Kuechle
|
|
87,329,576
|
|
127,031
|
|
3,808,127
|
|
Robert D. Paulson
|
|
87,187,425
|
|
269,182
|
|
3,808,127
|
|
Proposal 2 Approval on an Advisory Basis of the Companys Executive Compensation
The following table sets forth the number of votes in favor, the number of votes against, the number of abstentions and the number of broker non-votes with respect to Proposal 2, the approval, by a non-binding advisory vote, of the Companys executive compensation:
Votes in Favor
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
87,450,763
|
|
5,844
|
|
0
|
|
3,808,127
|
|
Proposal 3 Ratification of Appointment of Independent Auditors
The following table sets forth the number of votes in favor, the number of votes against and the number of abstentions with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent auditors for the fiscal year ending September 30, 2013:
Votes in Favor
|
|
Votes Against
|
|
Abstentions
|
|
90,993,192
|
|
271,542
|
|
0
|
|
2