Washington, D.C. 20549 


 FORM 8-K 



Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934 


Date of Report (Date of earliest event reported): May 4, 2023


Hexcel Corporation

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of





File Number)



(I.R.S. Employer

Identification No.)



Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut 06901-3238

(Address of principal executive offices) (Zip Code)


(203) 969-0666

(Registrant’s telephone number, including area code)


Not Applicable

(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))


Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock HXL New York Stock Exchange


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. 




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


The 2023 Annual Meeting of Stockholders of Hexcel Corporation (the “Company”) was held on May 4, 2023. The final voting results from the meeting are as follows:


  (i) The stockholders elected all of the Company’s nominees for director as follows:


Name of Director Shares For Shares Against Abstain Broker Non-Votes
Nick L. Stanage 70,306,549 5,471,517 44,737 4,226,546
Jeffrey C. Campbell 65,738,433 10,036,225 48,145 4,226,546
Cynthia M. Egnotovich 71,943,067 3,833,079 46,657 4,226,546
Thomas A. Gendron 71,018,063 4,758,439 46,301 4,226,546
Dr. Jeffrey A. Graves 69,699,823 6,078,596 44,384 4,226,546
Guy C. Hachey 73,486,017 2,291,143 45,643 4,226,546
Dr. Marilyn L. Minus 72,218,731 3,557,828 46,244 4,226,546
Catherine A. Suever 73,865,216 1,909,932 47,655 4,226,546


(ii) The stockholders, on an advisory, non-binding basis, approved the 2022 compensation of the Company’s named executive officers as follows:


For Against Abstain Broker Non-Votes
71,364,612 4,349,564 108,627 4,226,546


(iii) The stockholders, on an advisory, non-binding basis, approved an annual frequency for the advisory vote on executive compensation as follows:


One Year Two Years Three Years Abstain Broker Non-Votes
74,512,511 60,233 1,141,451 108,608 4,226,546


In light of the voting results with respect to the frequency of stockholder advisory votes on executive compensation, and consistent with the recommendation of the Board of Directors of the Company (the “Board”), the Board determined that the Company will hold an annual advisory vote on executive compensation until the next required stockholder vote on the frequency of the advisory vote on executive compensation. The Company is required to hold votes on frequency every six years.


(iv) The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023 as follows:


For Against Abstain
79,746,268 86,088 216,993





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.

Dated: May 8, 2023

Hexcel Corporation

By: /s/ Gail E. Lehman                                   

Name: Gail E. Lehman

Title: Executive Vice President, General Counsel
and Secretary


false 0000717605 0000717605 2023-05-04 2023-05-04
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