UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Kaman Corporation (the “Company”) was held on April 20, 2022. Of the 27,880,817 shares of Company common stock outstanding and entitled to vote at the Annual Meeting, 24,147,478 shares, or approximately 86.6%, were represented in person or by proxy, constituting a quorum. Set forth below are the final results of the voting for each of the proposals voted upon at the Annual Meeting.
1. Proposal No. 1 - Election of Directors
The following seven persons were elected to serve as directors by the votes set forth below, each to serve for a term of one year and until his or her successor has been elected and qualified:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Aisha M. Barry | 22,629,877 | 148,894 | 9,443 | 1,359,264 | ||||||||||
| E. Reeves Callaway III | 22,270,865 | 502,175 | 15,174 | 1,359,264 | ||||||||||
| A. William Higgins | 22,186,280 | 590,089 | 11,845 | 1,359,264 | ||||||||||
| Scott E. Kuechle | 22,581,102 | 191,301 | 15,811 | 1,359,264 | ||||||||||
| Michelle J. Lohmeier | 22,675,434 | 101,812 | 10,968 | 1,359,264 | ||||||||||
| Jennifer M. Pollino | 22,426,302 | 349,969 | 11,943 | 1,359,264 | ||||||||||
| Ian K. Walsh | 22,144,992 | 630,696 | 12,526 | 1,359,264 | ||||||||||
Following the Annual Meeting, the Company’s Board of Directors (the “Board”) has seven directors. George E. Minnich did not stand for re-election at the Annual Meeting in accordance with the Company’s mandatory retirement policy, with his term ending effective as of the Annual Meeting.
2. Proposal No. 2 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 22,247,894 | 505,081 | 35,239 | 1,359,264 | ||||||||
3. Proposal No. 3 - Ratification of Appointment of PricewaterhouseCoopers LLP
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for the year ending December 31, 2022 was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 23,975,373 | 155,095 | 17,010 | 0 | ||||||||
4. Proposal No. 4 - Approval, on an Advisory Basis, of a Shareholder Proposal Seeking to Provide for an Independent Chair
The proposal to approve, on an advisory basis, a shareholder proposal seeking to provide for an independent chair was not approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 3,483,994 | 19,265,416 | 38,804 | 1,359,264 | ||||||||
8.01 Other Events.
At the annual reorganizational meeting of the Board held on April 20, 2022 in conjunction with the Annual Meeting, the Board appointed Jennifer M. Pollino to serve as the Company’s Lead Independent Director. The Board also approved the following Committee appointments for the coming year:
Corporate Governance Committee:
J.M. Pollino, Chair and Lead Independent Director
S.E. Kuechle, A.W. Higgins, M.J. Lohmeier
Audit Committee:
S.E. Kuechle, Chair
A.M. Barry, M.J. Lohmeier
Compensation Committee:
J.M. Pollino, Chair
A.M. Barry, E.R. Callaway, A.W. Higgins
Finance Committee:
M.J. Lohmeier, Chair
E.R. Callaway, A.W. Higgins, S.E. Kuechle
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
| Exhibit | Description | ||||
| 104 | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101 | ||||
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.
| KAMAN CORPORATION | ||||||||
| By: | /s/ James G. Coogan | |||||||
| James G. Coogan | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
Date: April 21, 2022