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):
May 4, 2023
Hexcel Corporation
(Exact name of registrant as specified
in its charter)
| Delaware (State or other jurisdiction of incorporation) | | 001-8472 (Commission File Number) | | 94-1109521 (I.R.S. Employer Identification No.) |
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3238
(Address of principal executive offices) (Zip Code)
(203) 969-0666
(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:
☐ 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 | HXL | 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 2023 Annual Meeting of Stockholders of Hexcel Corporation (the “Company”)
was held on May 4, 2023. The final voting results from the meeting are as follows:
| |
(i) |
The stockholders elected all of the Company’s
nominees for director as follows: |
| Name of Director |
Shares For |
Shares Against |
Abstain |
Broker Non-Votes |
| Nick L. Stanage |
70,306,549 |
5,471,517 |
44,737 |
4,226,546 |
| Jeffrey C. Campbell |
65,738,433 |
10,036,225 |
48,145 |
4,226,546 |
| Cynthia M. Egnotovich |
71,943,067 |
3,833,079 |
46,657 |
4,226,546 |
| Thomas A. Gendron |
71,018,063 |
4,758,439 |
46,301 |
4,226,546 |
| Dr. Jeffrey A. Graves |
69,699,823 |
6,078,596 |
44,384 |
4,226,546 |
| Guy C. Hachey |
73,486,017 |
2,291,143 |
45,643 |
4,226,546 |
| Dr. Marilyn L. Minus |
72,218,731 |
3,557,828 |
46,244 |
4,226,546 |
| Catherine A. Suever |
73,865,216 |
1,909,932 |
47,655 |
4,226,546 |
| (ii) | The stockholders, on an advisory, non-binding basis, approved the 2022 compensation of the Company’s named executive officers
as follows: |
| For |
Against |
Abstain |
Broker Non-Votes |
| 71,364,612 |
4,349,564 |
108,627 |
4,226,546 |
| (iii) | The stockholders, on an advisory, non-binding basis, approved an annual frequency for the advisory vote on executive compensation as follows: |
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
| 74,512,511 |
60,233 |
1,141,451 |
108,608 |
4,226,546 |
In light of the voting results with respect to the frequency of stockholder
advisory votes on executive compensation, and consistent with the recommendation of the Board of Directors of the Company (the “Board”),
the Board determined that the Company will hold an annual advisory vote on executive compensation until the next required stockholder
vote on the frequency of the advisory vote on executive compensation. The Company is required to hold votes on frequency every six years.
| (iv) | The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting
firm for 2023 as follows: |
| For |
Against |
Abstain |
| 79,746,268 |
86,088 |
216,993 |
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 8, 2023
Hexcel Corporation
By: /s/ Gail E. Lehman
Name: Gail E. Lehman
Title: Executive Vice President, General Counsel
and Secretary
false
0000717605
0000717605
2023-05-04
2023-05-04