Document


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): May 31, 2018
ASTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
    
New York
 0-7087
16-0959303
(State of Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
130 Commerce Way
East Aurora, New York
14052
 
 
(Address of principal executive offices)
(Zip Code)

 

Registrant's telephone number, including area code: (716) 805-1599

N/A
(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 (see General Instruction A.2 below):

[ ] 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))





Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 31, 2018, Astronics Corporation held its 2018 Annual Meeting of Shareholders (“Annual Meeting”) for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the following:

1.
The election of the Board of Directors; and
2.
The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the current fiscal year.

In accordance with the Company’s Restated Certificate of Incorporation, on all agenda items the holders of Astronics common shares and Class B shares voted together as one class, with each common share entitled to one vote and each Class B share entitled to ten votes.
The final voting results on each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:

1) Election of the Board of Directors. The nominees to the Board of Directors were elected based on the following shares voted:
 
 
 
 
 
 
 
For
 
Withheld
 
Broker Non-Votes
Raymond W. Boushie
62,349,069
 
1,291,065
 
14,405,791
Robert T. Brady
58,541,891
 
5,098,243
 
14,405,791
John B. Drenning
50,409,463
 
13,230,671
 
14,405,791
Jeffry D. Frisby
62,643,271
 
996,863
 
14,405,791
Peter J. Gundermann
62,267,264
 
1,372,870
 
14,405,791
Warren C. Johnson
62,645,231
 
994,903
 
14,405,791
Kevin T. Keane
59,248,830
 
4,391,304
 
14,405,791
Neil Kim
62,606,469
 
1,033,665
 
14,405,791

2) Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2018. A total of 77,570,293 votes were cast for the proposal, 445,447 votes were cast against it and 30,185 votes abstained. There were no broker non-votes on the proposal. The affirmative votes constituted more than a majority of the votes represented at the meeting, the number needed to approve the proposal.







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.


 
 
 
Astronics Corporation
Dated:
June 4, 2018
By:
/s/ David C. Burney
 
 
Name:
David C. Burney
 
 
 
Executive Vice President and     Chief Financial Officer