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): July 27, 2011

 

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

(610) 251-1000

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

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

The 2011 annual meeting of stockholders of the Triumph Group, Inc. (the “Company”) was held on July 27, 2011 (the “Annual Meeting”).  The total number of shares represented at the Annual Meeting in person or by proxy was 22,858,743 of the 24,518,500 shares of common stock outstanding and entitled to vote at the Annual Meeting.

 

The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matter, where applicable, are set forth in the table below.  With respect to the election of Paul Bourgon, Elmer L. Doty, Ralph E. Eberhart, Richard C. Gozon, Richard C. Ill, Claude F. Kronk, Adam J. Palmer, Joseph M. Silvestri, and George Simpson as directors for a term ending at the Company’s next annual meeting of stockholders and until their successors are duly elected and qualified, each nominee for director received the number of votes set forth opposite his name.

 

Number of Votes

 

			Votes For		Withheld		Abstentions		Broker Non-Votes
1.	Election of Directors:
	Paul Bourgon		21,829,796		133,395		—		895,552
	Elmer L. Doty		17,223,523		4,739,668		—		895,552
	Ralph E. Eberhart		21,808,460		154,731		—		895,552
	Richard C. Gozon		21,001,039		962,152		—		895,552
	Richard C. Ill		21,172,719		790,472		—		895,552
	Claude F. Kronk		21,137,757		825,434		—		895,552
	Adam J. Palmer		19,191,714		2,771,477		—		895,552
	Joseph M. Silvestri		21,744,937		218,251		—		895,552
	George Simpson		21,556,822		406,369		—		895,552
			Votes For		Votes Against		Abstentions		Broker Non-Votes
2.	Advisory Vote on Executive Compensation		20,831,034		1,086,874		45,283		895,552
			3 Years		2 Years		1 Year		Abstentions		Broker Non-Votes
3.	Advisory Vote on the Frequency of Advisory Votes on Executive Compensation		1,801,729		35,703		20,101,566		24,193		895,552
			Votes For		Votes Against		Abstentions		Broker Non-Votes
4.	Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2012		22,287,540		568,807		2,395		—

 

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On the basis of the above votes:  (i) Paul Bourgon, Elmer L. Doty, Ralph E. Eberhart, Richard C. Gozon, Richard C. Ill, Claude F. Kronk, Adam J. Palmer, Joseph M. Silvestri, and George Simpson were each duly elected as directors for a term ending at the Company’s next annual meeting of stockholders and until their successors are duly elected and qualified; (ii) the compensation paid to the Company’s named executive officers was approved on an advisory basis; (iii) the option of “1 year” received the most votes cast on the advisory vote on the frequency with which the Company should hold a stockholder vote on the compensation of the Company’s named executive officers; and (iv) the proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2012 was adopted.

 

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SIGNATURE

 

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.

 

Date: July 29, 2011		TRIUMPH GROUP, INC.
	By:	/s/ John B. Wright, II
		John B. Wright, II
		Vice President, General Counsel and Secretary

 

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