0001021162falsetrue0001021162tgi:PurchaseRights1Member2024-08-082024-08-0800010211622024-08-082024-08-080001021162us-gaap:CommonStockMember2024-08-082024-08-08

 

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): August 8, 2024

 

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-12235

 

51-0347963

(State or other jurisdiction of

incorporation)

 

(Commission File Number)

 

(IRS Employer Identification

No.)

 

555 E Lancaster Avenue, Suite 400

 

 

Radnor, Pennsylvania

 

19087

(Address of principal executive offices)

 

(Zip Code)

 

 

Registrant's telephone number, including area code: (601) 251-1000

 

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 (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))

 

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, par value $.001 per share

 

TGI

 

New York Stock Exchange

Purchase Rights

 

 

 

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 of Security Holders.

On August 8, 2024, Triumph Group, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders ("The Annual Meeting").

The Company's stockholders voted on the following proposals and the final voting results are as provided below:

 


 

Proposal 1: Election of Directors. The following persons were elected as directors of the Company for a one year term, such term to continue until the next Annual Meeting of stockholders to be held in 2025 and until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation or removal:

 

Number of Votes

Candidate

For

Against

Abstain

Broker-Non-Votes

Patrick E. Allen

59,255,983

1,786,024

10,203

4,727,591

Mark C. Cherry

59,404,405

1,637,126

10,679

4,727,591

Daniel J. Crowley

58,648,389

2,390,802

13,019

4,727,591

Cynthia M. Egnotovich

57,967,565

3,074,172

10,473

4,727,591

Daniel P. Garton

58,211,309

2,830,166

10,735

4,727,591

Barbara W. Humpton

58,385,951

2,656,124

10,135

4,727,591

Neal J. Keating

60,700,156

341,830

10,224

4,727,591

Courtney R. Mather

60,607,646

434,183

10,381

4,727,591

Colleen C. Repplier

58,345,254

2,696,130

10,826

4,727,591

Proposal 2: Ratification of Selection of Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025. The stockholder votes were as follows:

 

For

Against

Abstain

Broker Non-Votes

63,451,802

2,316,095

11,904

None

Proposal 3: Advisory Vote on Compensation Paid to Named Executive Officers for Fiscal Year 2024. The stockholders approved, by advisory vote, the compensation paid to the Company’s named executive officers for fiscal year 2024. The stockholder votes were as follows:

 

For

Against

Abstain

Broker Non-Votes

57,405,009

3,485,294

161,907

4,727,591

Proposal 4: Stockholder Proposal to Adopt a Policy and Amend the Company's Governing Documents so that Two Separate People Hold the Office of Chairman and Chief Executive Officer of the Company. The stockholders did not approve the stockholder proposal to adopt a policy and amend the Company's governing documents so that two separate people hold the office of Chairman and Chief Executive Officer of the Company. The stockholder votes were as follows:

 

For

Against

Abstain

Broker Non-Votes

17,063,201

43,961,024

27,985

4,727,591

 

 

 

 


 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

August 14, 2024

TRIUMPH GROUP, INC.

 

 

 

 

 

 

By:

/s/ Jennifer H. Allen

 

 

 

Jennifer H. Allen

 

 

 

Chief Administrative Officer and Senior Vice President, General Counsel and Secretary

 

 


Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TRIUMPH GROUP, INC.

Triumph Group, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

1.
That the Certificate of Incorporation of the Corporation is hereby amended by deleting Section “FOURTH”, Subsection “A.” in its entirety and by substituting in lieu of said paragraph the following:

“A. The number of shares of stock which the Corporation shall have authority to issue is 200,000,000 shares of Common Stock, $.001 par value per share (“Common Stock”), and 250,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”).”

2.
That the Certificate of Incorporation of the Corporation is hereby amended by deleting Section “SEVENTH” in its entirety and by substituting in lieu of said paragraph the following:

“SEVENTH: A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director's or officer's duty of loyalty to the Corporation or its stock-holders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, (iv) for any transaction from which the director or officer derived an improper personal benefit or (e) for li-ability of an officer in any action by or in the right of the Company. If the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of directors or officers, then the liability of the directors or officers of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of Delaware. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation at the time of such repeal or modification.”

3.
That the foregoing amendment to the Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 


IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 21st day of July, 2023.

TRIUMPH GROUP, INC.

By

/s/ Jennifer H. Allen

Name:

Jennifer H. Allen

Title:

Senior Vice President, General Counsel and Chief Administration Officer

 


v3.24.2.u1
Document And Entity Information
Aug. 08, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 08, 2024
Entity Registrant Name TRIUMPH GROUP, INC.
Entity Central Index Key 0001021162
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 51-0347963
Entity File Number 1-12235
Entity Address, Address Line One 555 E Lancaster Avenue
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Radnor
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19087
City Area Code (601)
Local Phone Number 251-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $.001 per share
Trading Symbol TGI
Security Exchange Name NYSE
Purchase Rights [Member]  
Document Information [Line Items]  
Title of 12(b) Security Purchase Rights
No Trading Symbol Flag true
Security Exchange Name NYSE

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