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

 

February 19, 2018

Date of Report (date of earliest event reported)

 

Cubic Corporation

(Exact name of registrant as specified in its charter)

 

Delaware
(State of incorporation or organization)

 

1-8931
(Commission File No.)

 

95-1678055
(I.R.S. Employer Identification No.)

 

9333 Balboa Avenue
San Diego, California
(Address of principal executive offices)

 

92123
(Zip Code)

 

Registrant’s telephone number, including area code: (858) 277-6780

 

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:

 

o                                   Written communication 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 14-d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

o                                   Pre-commencement communications pursuant to Rule 13-e-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 o

 

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. o

 

 

 

 

 



 

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

 

Cubic Corporation (the “Company”) held its annual meeting of shareholders on February 19, 2018 (the “Annual Meeting”).  The Company’s shareholders voted on the following proposals at the Annual Meeting and cast their votes as follows:

 

1.  Election of Directors

 

Nominee for Director

 

For

 

Withheld

 

Bruce G. Blakley

 

21,305,204

 

3,098,067

 

Maureen Breakiron-Evans

 

21,295,349

 

3,108,462

 

Bradley H. Feldmann

 

21,272,993

 

3,130,818

 

Edwin A. Guiles

 

21,275,547

 

3,128,264

 

Janice M. Hamby

 

21,279,854

 

3,123,957

 

David F. Melcher

 

21,341,999

 

3,061,812

 

Steven J. Norris

 

21,289,808

 

3,114,003

 

John H. Warner, Jr.

 

21,156,497

 

3,247,314

 

 

In accordance with the above results, each nominee was elected to serve as a director.

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

2. To approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

22,673,204

 

1,420,195

 

310,412

 

1,586,964

 

 

In accordance with the above results, the compensation of the Company’s named executive officers was approved on an advisory basis.

 

 

 

For

 

Against

 

Abstain

 

3. To confirm the selection of Ernst & Young LLP as the Company’s independent registered public accountants for fiscal year 2017.

 

25,699,191

 

211,583

 

80,001

 

 

In accordance with the above results, the selection of Ernst & Young LLP was approved.

 

Item 8.01 Other Events.

 

On February 19, 2018, Bradley H. Feldmann was appointed the Chairman of the Board of Directors of the Company and Edwin A. Guiles was appointed the Lead Independent Director.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 20, 2018

CUBIC CORPORATION

 

 

 

By:

/s/ James R. Edwards

 

Name:

James R. Edwards

 

Title:

Senior Vice President, General Counsel & Secretary

 

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