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): May 4, 2023
Hexcel Corporation
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of
incorporation)
|
|
001-8472
(Commission
File Number)
|
|
94-1109521
(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 |
SIGNATURES
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