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)
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Delaware |
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1-8931 |
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95-1678055 |
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9333 Balboa Avenue |
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92123 |
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
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Nominee for Director |
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For |
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Withheld |
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Bruce G. Blakley |
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21,305,204 |
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3,098,067 |
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Maureen Breakiron-Evans |
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21,295,349 |
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3,108,462 |
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Bradley H. Feldmann |
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21,272,993 |
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3,130,818 |
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Edwin A. Guiles |
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21,275,547 |
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3,128,264 |
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Janice M. Hamby |
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21,279,854 |
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3,123,957 |
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David F. Melcher |
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21,341,999 |
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3,061,812 |
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Steven J. Norris |
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21,289,808 |
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3,114,003 |
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John H. Warner, Jr. |
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21,156,497 |
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3,247,314 |
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In accordance with the above results, each nominee was elected to serve as a director.
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For |
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Against |
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Abstain |
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Broker |
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2. To approve, on an advisory basis, the compensation of the Company’s named executive officers. |
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22,673,204 |
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1,420,195 |
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310,412 |
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1,586,964 |
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In accordance with the above results, the compensation of the Company’s named executive officers was approved on an advisory basis.
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For |
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Against |
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Abstain |
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3. To confirm the selection of Ernst & Young LLP as the Company’s independent registered public accountants for fiscal year 2017. |
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25,699,191 |
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211,583 |
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80,001 |
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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.
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.
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Date: February 20, 2018 |
CUBIC CORPORATION | |
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By: |
/s/ James R. Edwards |
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Name: |
James R. Edwards |
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Title: |
Senior Vice President, General Counsel & Secretary |