Hexcel Corp 8-K, filed May 6, 2024
Hexcel Corp (HXL)
About this 8-K
Hexcel Corp filed this 8-K on May 6, 2024, reporting on events of May 2, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2024, the Board of Directors (the “Board”) of Hexcel Corporation (the “Company”), following the 2024 Annual Meeting of Stockholders of the Company (the “2024 Annual Meeting), increased the number of members of the Board from 8 to 9 and appointed Thomas C. Gentile III, the Company’s Chief Executive Officer and President, as a director of the Company, effective immediately.
Mr. Gentile will not be appointed to any committees of the Board and will not receive any compensation for his services as a director. Mr. Gentile was not selected as a director pursuant to any arrangement or understanding between him and any other person and there are no related party transactions between the Company and Mr. Gentile.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting was held on May 2, 2024. The final voting results from the 2024 Annual Meeting are as follows:
| (i) | The stockholders elected all of the Company’s nominees for director as follows: |
| Name of Director | For | Against | Abstain | Broker Non-Votes |
| Nick L. Stanage | 69,398,653 | 5,128,414 | 48,915 | 3,816,437 |
| Jeffrey C. Campbell | 65,048,723 | 9,478,640 | 48,619 | 3,816,437 |
| James J. Cannon | 72,126,795 | 2,403,264 | 45,923 | 3,816,437 |
| Cynthia M. Egnotovich | 47,134,986 | 27,344,506 | 96,490 | 3,816,437 |
| Thomas A. Gendron | 68,975,839 | 5,551,441 | 48,702 | 3,816,437 |
| Guy C. Hachey | 68,823,363 | 5,710,125 | 42,494 | 3,816,437 |
| Dr. Patricia A. Hubbard | 72,362,636 | 2,169,134 | 44,212 | 3,816,437 |
| Catherine A. Suever | 71,983,239 | 2,548,898 | 43,845 | 3,816,437 |
| (ii) | The stockholders, on an advisory, non-binding basis, approved the 2023 compensation of the Company’s named executive officers as follows: |
| For | Against | Abstain | Broker Non-Votes |
| 70,086,461 | 4,232,546 | 256,975 | 3,816,437 |
| (iii) | The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024 as follows: |
| For | Against | Abstain |
| 75,381,470 | 2,803,005 | 207,944 |
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.
Dated: May 6, 2024
| Hexcel Corporation | |||
| By: | /s/ Gail E. Lehman | ||
| Name: Gail E. Lehman | |||
| Title: Executive Vice President, General Counsel and Secretary | |||