UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 18, 2011
TRW Automotive Holdings Corp.
Delaware
| 001-31970 | 81-0597059 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 12001 Tech Center Drive, Livonia, Michigan | 48150 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (734) 855-2600
Not applicable
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | 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.
TRW Automotive Holdings Corp. (the “Company”) held its 2011 Annual Meeting of Stockholders on May
18, 2011. Matters submitted to a vote of the stockholders at that meeting and the final voting
results were as follows:
| 1. | Election of Directors. The three directors identified below were elected to serve as Class I directors for a three-year term expiring at the 2014 annual stockholders’ meeting. Voting results were as follows: |
| Broker | ||||||||||||
| For | Withheld | Nonvotes | ||||||||||
Francois J. Castaing |
105,212,072 | 2,287,319 | 5,837,437 | |||||||||
Michael R. Gambrell |
103,777,698 | 3,721,693 | 5,837,437 | |||||||||
Paul H. O’Neill |
105,106,361 | 2,393,030 | 5,837,437 | |||||||||
| 2. | Ratification of the Selection of Independent Public Accountants. The selection of Ernst & Young LLP, an independent registered public accounting firm, to audit the consolidated financial statements of the Company for 2011 was ratified. Voting results were as follows: |
| Broker | ||||||
| For | Against | Abstain | Nonvotes | |||
106,174,879
|
6,577,352 | 584,597 | 0 |
| 3. | Advisory Vote on Executive Compensation. The compensation of the Company’s named executive officers as disclosed in the proxy statement was approved on an advisory basis. Voting results were as follows: |
| Broker | ||||||
| For | Against | Abstain | Nonvotes | |||
| 103,224,119 | 4,254,418 | 20,854 | 5,837,437 |
| 4. | Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation. Stockholders approved, on an advisory basis, the presentation of an advisory vote on named executive officer compensation every year. Voting results were as follows: |
| Broker | ||||||||
| 1 Year | 2 Years | 3 Years | Abstain | Nonvotes | ||||
| 68,519,422 | 404,360 | 38,557,995 | 17,614 | 5,837,437 |
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SIGNATURES
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.
| TRW AUTOMOTIVE HOLDINGS CORP. |
||||
| Dated: May 20, 2011 | By: | /s/ Joseph S. Cantie | ||
| Joseph S. Cantie | ||||
| Executive Vice President and Chief Financial Officer | ||||
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