Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2018



Aerojet Rocketdyne Holdings, Inc.

(Exact name of registrant as specified in its charter)




Delaware   1-01520   34-0244000

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


222 N. Pacific Coast Highway, Suite 500, El Segundo, California   90245
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (310) 252-8100


(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 (see General Instruction A.2. below):



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))

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2018, the Board of Directors (the “Board”) of Aerojet Rocketdyne Holdings, Inc. (the “Company”) increased the size of the Board from 8 to 9 members and appointed General Kevin P. Chilton (USAF, Retired) as a director to serve until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualified. There are no arrangements or understandings between General Chilton and any other person pursuant to which he was appointed to serve on the Board. General Chilton has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. General Chilton will receive compensation consistent with the standard compensation arrangements for non-employee directors, as described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on March 29, 2018. Effective October 30, 2018, General Chilton received a (i) grant of 500 shares of restricted stock and (ii) pro-rated annual grant of restricted stock valued at $50,000 to reflect his service until the Company’s next annual meeting of stockholders per the Company’s standard compensation arrangements for non-employee directors.

A copy of the press release announcing the appointment of General Chilton is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits


Exhibit No.



99.1    Press Release, dated October 30, 2018


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.


October 30, 2018     Aerojet Rocketdyne Holdings, Inc.
    By:   /s/ Arjun L. Kampani
      Name: Arjun L. Kampani
      Title: Vice President, General Counsel and Secretary

Exhibit 99.1



News Release

Kevin P. Chilton (Former NASA Astronaut, Retired Gen. USAF)

Joins Aerojet Rocketdyne Holdings, Inc. Board of Directors

EL SEGUNDO, Calif., Oct. 30, 2018 – Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) announced today that retired four-star U.S. Air Force General Kevin P. Chilton has been appointed to its board of directors. In connection with his appointment, the board size was increased from eight to nine members.

Prior to retiring from a 34-year career with the Air Force in 2011, Gen. Chilton served as commander of U.S. Strategic Command and was responsible for the plans and operations of all U.S. forces conducting strategic deterrence and the Department of Defense’s space and cyberspace operations. His previous assignments included commander of Air Force Space Command; director of Politico-Military Affairs for Asia, Pacific and the Middle East; director of Air Force Programs; and assistant vice chief of staff for the Air Force. Gen. Chilton also served 11 years as a NASA astronaut, where he flew as commander of STS-76, his third Space Shuttle mission, and served as the deputy program manager of Operations for the International Space Station Program.

“We are pleased to add General Chilton to the Aerojet Rocketdyne Board of Directors,” said Warren G. Lichtenstein, executive chairman of the board. “His broad industry expertise and his strong leadership will sharpen the company’s competitive edge.”

“My leadership team and I are extremely honored to have General Chilton join our board,” said Eileen Drake, chief executive officer and president of Aerojet Rocketdyne Holdings, Inc. “In addition to unparalleled expertise through a highly decorated career of service to our country, he brings unique customer insight as an end user of Aerojet Rocketdyne’s defense and space propulsion products. His knowledge and understanding of our industry and the vital missions we support will be exceptionally valuable to our board and company.”

Gen. Chilton is a distinguished graduate of the U.S. Air Force Academy with a Bachelor of Science in Engineering Science. He earned his Master of Science in Mechanical Engineering from Columbia University on a Guggenheim Fellowship. He also is a distinguished graduate of the U.S. Air Force pilot training and test pilot schools and was awarded an honorary Doctor of Laws degree from Creighton University. He currently serves on the board of directors of CenturyLink, one of the largest U.S. communications providers to global enterprise customers, and until June 2018, served on the board of Orbital ATK. He also serves as a senior fellow for the National Defense University in support of the Pinnacle, Capstone and Keystone programs.

Throughout his military career, Gen. Chilton was the recipient of several prestigious military decorations, including the Distinguished Service Medal, Defense Superior Service Medal, Legion of Merit, Distinguished Flying Cross, Defense Meritorious Service Medal, Meritorious Service Medal, Air Force Commendation Medal, NASA Space Flight Medal, NASA Exceptional Service Medal, and NASA Outstanding Leadership Medal.

About Aerojet Rocketdyne Holdings, Inc.

Aerojet Rocketdyne Holdings, Inc., headquartered in El Segundo, California, is an innovative technology-based manufacturer of aerospace and defense products and systems, with a real estate segment that includes activities related to the entitlement, sale, and leasing of the company’s excess real estate assets. More information can be obtained by visiting the company’s website at www.aerojetrocketdyne.com.

Contact information:

Investors: Kelly Anderson, investor relations 310-252-8155

Media: Steve Warren, chief communications officer 703-650-0278