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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): March 17, 2017

HEICO Corporation
(Exact name of registrant as specified in its charter)

Florida
 
1-4604
 
65-0341002
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

3000 Taft Street, Hollywood, Florida 33021
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (954) 987-4000

(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))






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

HEICO Corporation (the “Company”) held its Annual Meeting of Shareholders on Friday, March 17, 2017. The shareholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed February 10, 2017.

Proposal 1:    Proposal to Elect Directors

The Company’s shareholders elected all ten director nominees to serve until the next annual meeting of shareholders or until a successor is elected and qualified. The result of the vote is set forth in the table below:

Director
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Thomas M. Culligan
 
24,009,538
 
166,988
 
5,067,418
Adolfo Henriques
 
24,008,178
 
168,348
 
5,067,418
Mark H. Hildebrandt
 
22,427,452
 
1,749,074
 
5,067,418
Wolfgang Mayrhuber
 
23,951,976
 
224,550
 
5,067,418
Eric A. Mendelson
 
23,844,070
 
332,456
 
5,067,418
Laurans A. Mendelson
 
23,458,699
 
717,827
 
5,067,418
Victor H. Mendelson
 
23,845,410
 
331,116
 
5,067,418
Julie Neitzel
 
24,011,222
 
165,304
 
5,067,418
Dr. Alan Schriesheim
 
22,492,079
 
1,684,447
 
5,067,418
Frank J. Schwitter
 
22,970,811
 
1,205,715
 
5,067,418

Proposal 2:    Advisory Vote on Executive Compensation

The Company’s shareholders held a non-binding, advisory vote on executive compensation. The result of the vote is set forth in the table below:

For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
23,896,159
 
173,946
 
106,421
 
5,067,418



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Proposal 3:    Advisory Vote On The Frequency of Holding Future Advisory Votes on
Executive Compensation

The Company’s shareholders held a non-binding, advisory vote on how frequently they would like an advisory vote on executive compensation. The result of the vote is set forth in the table below:

3 Years
 
2 Years
 
1 Year
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
 
2,845,106
 
124,647
 
21,116,593
 
90,180
 
5,067,418

Proposal 4:    Ratification of Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2017. The result of the vote is set forth in the table below:

For
 
Against
 
Abstain
 
 
 
 
 
27,882,224
 
1,292,273
 
69,447




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SIGNATURE

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.


 
 
HEICO CORPORATION
 
 
 
 
Date:
March 20, 2017
By:
/s/ CARLOS L. MACAU, JR.
 
 
 
Carlos L. Macau, Jr.
Executive Vice President - Chief Financial Officer
(Principal Financial Officer)




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