false 0000040888 0000040888 2021-05-05 2021-05-05



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): May 5, 2021



Aerojet Rocketdyne Holdings, Inc.

(Exact Name of Registrant as Specified in 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)

(310) 252-8100

Registrant’s telephone number, including area code)

(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, $0.10 par value   AJRD   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 Company held its 2021 annual meeting of stockholders (the “Annual Meeting”) on May 5, 2021 virtually, conducted via a live webcast. At the Annual Meeting, the Company’s stockholders were asked to vote upon:



The election of eight directors to the Company’s Board of Directors to serve until the 2022 annual meeting of stockholders. The nominees for election were Kevin P. Chilton; Thomas A. Corcoran; Eileen P. Drake; James R. Henderson; Warren G. Lichtenstein; Lance W. Lord; Audrey A. McNiff and Martin Turchin;



An advisory vote to approve a resolution approving executive compensation; and



The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending December 31, 2021.

The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 68,498,429 shares of the 80,038,681 shares of the Company’s common stock entitled to vote, were as follows:



The election of each of Mses. Drake and McNiff and Messrs. Chilton, Corcoran, Henderson, Lichtenstein, Lord, and Turchin as directors of the Company to serve until the 2022 annual meeting of stockholders, and until his or her successor is elected and qualified, was approved as follows:







Broker Non-Votes

Kevin P. Chilton

   56,703,621    750,966    11,043,842

Thomas A. Corcoran

   53,740,090    3,714,497    11,043,842

Eileen P. Drake

   55,452,636    2,001,951    11,043,842

James R. Henderson

   55,633,831    1,820,756    11,043,842

Warren G. Lichtenstein

   53,933,153    3,521,434    11,043,842

Lance W. Lord

   56,827,336    627,251    11,043,842

Audrey A. McNiff

   56,695,874    758,713    11,043,842

Martin Turchin

   55,625,935    1,828,652    11,043,842



The stockholders approved an advisory resolution on executive compensation. The voting results were as follows:







            Broker Non-Votes            

55,717,180    1,527,881    209,526    11,043,842



The stockholders ratified the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The voting results were as follows:







            Broker Non-Votes            

67,680,006    173,338    645,085    -


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 6, 2021



/s/ Arjun L. Kampani

  Name: Arjun L. Kampani
  Title: Senior Vice President, General Counsel
and Secretary