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 2, 2024

 

Hexcel Corporation

 

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation)

  

001-8472

(Commission

File Number)

  

94-1109521

(I.R.S. Employer

Identification No.)

 

Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut 06901-3238

(Address of principal executive offices) (Zip Code)

 

(203) 969-0666

(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(s)   Name of each exchange on which
registered
Common Stock   HXL   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 2, 2024, the Board of Directors (the “Board”) of Hexcel Corporation (the “Company”), following the 2024 Annual Meeting of Stockholders of the Company (the “2024 Annual Meeting), increased the number of members of the Board from 8 to 9 and appointed Thomas C. Gentile III, the Company’s Chief Executive Officer and President, as a director of the Company, effective immediately.

 

Mr. Gentile will not be appointed to any committees of the Board and will not receive any compensation for his services as a director. Mr. Gentile was not selected as a director pursuant to any arrangement or understanding between him and any other person and there are no related party transactions between the Company and Mr. Gentile.

 

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

 

The 2024 Annual Meeting was held on May 2, 2024. The final voting results from the 2024 Annual Meeting are as follows:

 

  (i) The stockholders elected all of the Company’s nominees for director as follows:

 

Name of Director For Against Abstain Broker Non-Votes
Nick L. Stanage 69,398,653 5,128,414 48,915 3,816,437
Jeffrey C. Campbell 65,048,723 9,478,640 48,619 3,816,437
James J. Cannon 72,126,795 2,403,264 45,923 3,816,437
Cynthia M. Egnotovich 47,134,986 27,344,506 96,490 3,816,437
Thomas A. Gendron 68,975,839 5,551,441 48,702 3,816,437
Guy C. Hachey 68,823,363 5,710,125 42,494 3,816,437
Dr. Patricia A. Hubbard 72,362,636 2,169,134 44,212 3,816,437
Catherine A. Suever 71,983,239 2,548,898 43,845 3,816,437

 

  (ii) The stockholders, on an advisory, non-binding basis, approved the 2023 compensation of the Company’s named executive officers as follows:

 

For Against Abstain Broker Non-Votes
70,086,461 4,232,546 256,975 3,816,437

  

  (iii) The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024 as follows:

 

For Against Abstain
75,381,470 2,803,005 207,944
 

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.

 

Dated: May 6, 2024

 

  Hexcel Corporation  
       
  By:   /s/ Gail E. Lehman  
    Name: Gail E. Lehman  
    Title: Executive Vice President, General Counsel and Secretary  
 
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Document And Entity Information
May 02, 2024
Document Information Line Items  
Entity Registrant Name Hexcel Corporation
Trading Symbol HXL
Document Type 8-K
Amendment Flag false
Entity Central Index Key 0000717605
Document Period End Date May 02, 2024
Entity Emerging Growth Company false
Entity Incorporation, State or Country Code DE
Entity File Number 001-8472
Entity Tax Identification Number 94-1109521
Entity Address, Address Line One Two Stamford Plaza
Entity Address, Address Line Two 281 Tresser Boulevard
Entity Address, City or Town Stamford
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06901-3238
City Area Code 203
Local Phone Number 969-0666
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Security Exchange Name NYSE
Hexcel (NYSE:HXL)
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