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
May 5, 2017 (May 4, 2017)
______________________________________
Date of report (Date of earliest event reported)
Hexcel Corporation
___________________________________________
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8472 94-1109521
____________________________________________________________________
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3238
______________________________________________________
(Address of Principal Executive Offices and Zip Code)
(203) 969-0666
__________________________________________________
(Registrant's telephone number, including area code)
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 Communication 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))
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. ☐
Section 5—Corporate Governance and Management
|
Item 5.07 |
Submission of Matters to a Vote of Security Holders |
|
|
(a) |
The Company’s annual meeting of stockholders was held on May 4, 2017. |
|
|
(b) |
(i) The stockholders elected all of the Company’s nominees for director as follows: |
|
Name of Director |
Shares For |
Shares Against |
Broker Non-Votes |
|
|
|
|
|
|
Nick S. Stanage |
73,849,971 |
3,206,703 |
8,168,786 |
|
Joel S. Beckman |
74,288,323 |
2,766,793 |
8,168,786 |
|
Lynn Brubaker |
74,390,949 |
2,666,781 |
8,168,786 |
|
Jeffrey C. Campbell |
74,459,041 |
2,596,132 |
8,168,786 |
|
Cynthia M. Egnotovich |
76,051,109 |
1,006,487 |
8,168,786 |
|
W. Kim Foster |
75,683,934 |
1,371,491 |
8,168,786 |
|
Thomas A. Gendron |
75,998,245 |
1,056,808 |
8,168,786 |
|
Jeffrey A. Graves |
68,493,280 |
8,561,682 |
8,168,786 |
|
Guy C. Hachey |
76,033,017 |
1,021,934 |
8,168,786 |
|
David L. Pugh |
75,683,183 |
1,372,113 |
8,168,786 |
(ii) The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
70,098,384 |
6,648,360 |
328,783 |
8,168,786 |
(iii) The stockholders expressed their preference for holding an annual advisory vote on executive compensation as follows:
|
Every 1 Year |
Every 2 Years |
Every 3 Years |
Abstain |
Broker Non-Votes |
|
71,607,432 |
181,931 |
5,041,365 |
244,799 |
8,168,786 |
(iv) The stockholders ratified the appointment of Ernst & Young LLP as Hexcel’s independent registered public accounting firm for 2017 as follows:
|
For |
Against |
Abstain |
|
84,557,506 |
490,343 |
196,914 |
(c) In light of the voting results with respect to the frequency of stockholder votes on executive compensation, the Company’s Board of Directors has decided that the Company will hold an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of stockholder votes on the compensation of executives. The Company is required to hold votes on frequency every six years.
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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.
HEXCEL CORPORATION
May 5, 2017
/s/ Gail E. Lehman
Gail E. Lehman
Senior Vice President, General Counsel & Secretary
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