SECURITIES AND EXCHANGE COMMISSION
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OF THE THE SECURITIES EXCHANGE ACT OF 1934
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Item 7.01 Regulation FD Disclosure.
On June 20, 2022, Aerojet Rocketdyne Holdings, Inc. issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|Exhibit No.|| |
|99.1||Aerojet Rocketdyne Holdings, Inc. press release dated June 20, 2022.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|AEROJET ROCKETDYNE HOLDINGS, INC.|
|Date: June 21, 2022||By:|
|Name:||Daniel L. Boehle|
|Title:||Vice President, Chief Financial Officer|
Aerojet Rocketdyne Holdings, Inc. Issues Retraction
of Statements in February 1, 2022 Press Release and Related Disclosures That Were Not Authorized By the Board of Directors
EL SEGUNDO, Calif., June 20, 2022 In accordance with a June 16, 2022 post-trial memorandum opinion of the Delaware Court of Chancery (the Court), Aerojet Rocketdyne Holdings, Inc. (the Company) today retracted statements made in the press release issued in the Companys name on February 1, 2022 (the February 1 Press Release) and in Form 8-K and Schedule 14A filings submitted under the Companys name to the Securities and Exchange Commission on February 2, 2022 (the February 2 Disclosures).
The February 1 Press Release and February 2 Disclosures incorrectly stated that it was the Companys view that Warren Lichtensteins nomination of a slate of candidates on behalf of Steel Partners for election as directors of the Company was disruptive and may be driven by [Mr. Lichtensteins] personal concerns and desire to secure his board position. The February 1 Press Release and February 2 Disclosures also incorrectly stated that the Company was disappointed by the nomination. These statements were issued without the authorization of the Companys Board of Directors (the Board) and did not reflect the Companys views.
The February 1 Press Release and the February 2 Disclosures also improperly disclosed an investigation involving Mr. Lichtenstein. The disclosure of the investigation was not approved by the Board or the pertinent Board committee.
In its post-trial memorandum opinion, the Court found that the issuance of the February 1 Press Release and February 2 Disclosures made unauthorized use of the Companys name to favor one faction of the Board and created a public perception that the Company was adverse to the Steel Slate and that plaintiffs were entitled to a declaration that such issuances were unauthorized.
The Company hereby retracts the statements in the February 1 Press Release and the February 2 Disclosures and confirms that it takes no position on the outcome of the upcoming stockholder vote to remove and elect members of the Board.
The full text of the Courts Opinion is available here.