Form 8-K CUBIC CORP /DE/ For: Feb 22

 

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

 

February 22, 2016

Date of Report (date of earliest event reported)

 

Cubic Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (858) 277-6780

 

N/A

(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:

 

o            Written communication 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 14-d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

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

 

 

 

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

 

Cubic Corporation (the “Company”) held its annual meeting of shareholders on February 22, 2016 (the “Annual Meeting”).  The Company’s shareholders voted on the following proposals at the Annual Meeting and cast their votes as follows:

 

1.  Election of Directors

 

Nominee for Director		For		Withheld
Walter C. Zable		21,313,167		2,076,820
Bruce G. Blakley		21,490,665		1,899,322
Bradley H. Feldmann		22,987,320		402,667
Edwin A. Guiles		23,012,932		377,055
Janice M. Hamby		23,127,624		262,363
Steven J. Norris		22,997,962		392,025
Robert S. Sullivan		22,961,146		428,841
John H. Warner, Jr.		22,985,831		404,156

 

In accordance with the above results, each nominee was elected to serve as a director.

 

		For		Against		Abstain		Broker Non-Votes
2. To amend the Company’s Amended and Restated Certificate of Incorporation to eliminate restrictions on removal of directors		23,321,223		56,652		12,112		1,779,934

 

In accordance with the above results, the amendment to the Company’s Amended and Restated Certificate of Incorporation was approved.

 

		For		Against		Abstain		Broker Non-Votes
3. To approve, on an advisory basis, the compensation of the Company’s executive officers		22,642,740		620,720		126,527		1,779,934

 

In accordance with the above results, the compensation of the Company’s executive officers was approved on an advisory basis.

 

		For		Against		Abstain
4. To confirm the selection of Ernst & Young LLP as the Company’s independent registered public accountants for fiscal year 2016		25,035,662		113,960		20,299

 

In accordance with the above results, the selection of Ernst & Young LLP was approved.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 23, 2016	CUBIC CORPORATION
	By:	/s/ James R. Edwards
	Name:	James R. Edwards
	Title:	Senior Vice President,
		General Counsel & Secretary

 

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