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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 1, 2024
TRIUMPH GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12235 51-0347963
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) No.)
555 E Lancaster Avenue
,
Suite 400
Radnor 19087
,
Pennsylvania
(Address of principal executive offices) (Zip Code)
(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):
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, par value $.001 per share TGI New York Stock Exchange
Purchase Rights 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 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
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Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on May 30, 2023, Triumph Group, Inc. (the "
Company
") entered into a cooperation agreement (the "
Agreement
") with Vision One Management Partners, LP ("
Vision One
"). On May 1, 2024, the Company and Vision One entered into an amendment to
the Agreement (the "
Amendment
").
Pursuant to the terms of the Amendment, the slate of director nominees
recommended by the Board of Directors of the Company (the "Board") for
election at the Company's 2024 annual meeting of stockholders (the "
2024 Annual Meeting
") will include Courtney R. Mather in addition to eight nominees selected by
the Company in its sole discretion.
Pursuant to the Agreement, until the date pursuant to which stockholder
nominations for director elections are permitted pursuant to the Company's
Amended and Restated Bylaws with respect to the 2025 annual meeting of
stockholders, Vision One has agreed to customary confidentiality, standstill,
voting and other obligations, including supporting each director nominated and
recommended by the Board for election at the 2024 Annual Meeting.
The Company has also extended the appointment of Julio C. Acero, an Investment
Analyst of Vision One, as an observer on the Board until the Company's 2025
annual meeting of stockholders.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, a copy of which
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment to Cooperation Agreement, dated as of May 1, 2024, between
Triumph Group, Inc. and Vision One Management Partners, LP*
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
* Schedules (as similar attachments) have been omitted from this filing
pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule
will be furnished to the Securities and Exchange Commission upon request
Forward-Looking Statements
Statements in this release which are not historical facts are forward-looking
statements within the meaning of the federal securities laws. Words such as
"anticipate(s)," "expect(s)," "intend(s)," "plan(s)," "believe(s)," "plan(s),"
"may," "will," "would," "could," "should," "seek(s)," "forecast(s)," and
similar expressions, or the negative of these terms, are intended to identify
such forward-looking statements. These statements are not guarantees of future
performance, condition or results, and involve risks and uncertainties which
could affect the Company's actual results and could cause its actual results
to differ materially from those expressed in any forward-looking statements
made by, or on behalf of, the Company. Further information regarding the
important factors that could cause actual results to differ from projected
results can be found in the Company's reports filed with the U.S. Securities
and Exchange Commission (the "
SEC
"), including its Annual Report on Form 10-K for the fiscal year ended March
31, 2023 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended
June 30, 2023, September 30, 2023, and December 31, 2023.
Important Additional Information and Where to Find It
The Company plans to file proxy materials with the SEC in connection with the
solicitation of proxies for the 2024 Annual Meeting. Prior to the 2024 Annual
Meeting, the Company will file a definitive proxy statement (the "
Proxy Statement
") together with a proxy card. STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain, free of charge, copies of
the Proxy Statement, any amendments or supplements thereto and any other
documents (including the proxy card) when filed by the Company with the SEC in
connection with the 2024 Annual Meeting at the SEC's website http://www.sec.gov
or at the Company's website https://ir.triumphgroup.com.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers and other
employees may be deemed to be participants in the solicitation of proxies from
stockholders in connection with the 2024 Annual Meeting. Additional
information regarding the identity of these potential participants, none of
whom, other than Daniel J. Crowley, own in excess of one percent (1%) of the
Company's shares, and their direct or indirect interests, by security holdings
or otherwise, will be set forth in the Proxy Statement and other
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materials to be filed with the SEC in connection with the 2024 Annual Meeting.
Information relating to the foregoing can also be found in the Company's
definitive proxy statement for its 2023 annual meeting of stockholders (the
"2023
Proxy Statement
"), filed with the SEC on June 9, 2023 . To the extent holdings of the
Company's securities by such potential participants (or the identity of such
participants) have changed since the information printed in the 2023 Proxy
Statement, such information has been or will be reflected on Statements of
Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free
copies of these documents using the sources indicated above.
SIGNATURE
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.
Date: May 1, 2024 TRIUMPH GROUP, INC.
By: /s/ Jennifer H. Allen
Jennifer H. Allen
Chief Administrative Officer and Senior Vice President, General Counsel and Secretary
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Exhibit 10.1
Amendment to Cooperation Agreement
This Amendment (this
Amendment
) to the Cooperation Agreement (the
Cooperation Agreement
), dated as of May 30, 2023, by and between Triumph Group, Inc., a Delaware
corporation (the
Company
), and Vision One Fund, LP, a Cayman Islands exempted limited partnership, on
behalf of the entities listed on
Schedule A
(Vision One Fund, LP, together with such entities listed on
Schedule A
, the
Stockholder
), is entered into as of May 1, 2024. The Company and the Stockholder are
sometimes together referred to herein as the
Parties
, and each, a
Party
.
WHEREAS, the Company and the Stockholder wish to amend the Cooperation
Agreement on the terms and conditions set forth in this Amendment to extend
the term thereof.
NOW, THEREFORE, the Parties agree as follows:
1.
Amendments to the Cooperation Agreement
. The Cooperation Agreement is amended by:
(a)
amending and restating Section 1(b) to read in its entirety as follows:
2024 Annual Meeting Nominees
.
The Company agrees that the
slate of nominees recommended by the Board in the Companys proxy statement and
on its proxy card relating to the Companys 2024 annual meeting of stockholders
(the
2024 Annual Meeting
) shall include only nine (9) directors consisting of (i) the New Director and
(ii) eight (8) additional nominees who shall be selected by the Company in its
sole discretion. The Company shall list the New Director and the other
nominees selected by the Board in the proxy statement and proxy card prepared,
filed and delivered in connection with such meeting and recommend that the
Companys stockholders vote in favor of the election of the nominees and
otherwise support the nominees.
(b)
amending and restating Section 1(c) to read in its entirety as follows:
Size of Board
. Following the 2024 Annual Meeting and until the Expiration Date (as defined
below), the size of the Board shall not exceed nine (9) directors unless (A)
the Stockholder shall have consented in writing (such consent not to be
unreasonably withheld, conditioned or delayed) and (B) the increase in the
size of the Board is unanimously approved by all members of the Board other
than the New Director.
(c)
amending Section 1(d) to replace the reference to Mr. Aceros questionnaire
submitted to the Company on April 12, 2023 with a reference to Mr. Aceros
questionnaire submitted to the Company on April 26, 2024.
(d)
amending Section 1(e) to replace:
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(i)
the reference to the 2023 Annual Meeting with a reference to the 2024 Annual
Meeting and
(ii)
the reference to Mr. Aceros questionnaire submitted to the Company on April
12, 2023 with a reference to Mr. Aceros questionnaire submitted to the Company
on April 26, 2024.
(e)
amending and restating Section 1(j) to read in its entirety as follows:
Observer Agreement
. Concurrently with the execution of this Agreement, the Company, the
Stockholder and Julio C. Acero (the
Observer Parties
) are entering into an Amendment to Board Observer Agreement in the form
attached hereto as
Exhibit B
(the Board Observer Agreement, dated as of May 30, 3023, among the Observer
Parties, as so amended, is referred to as the
Observer Agreement
), pursuant to which, among other things, such parties are agreeing that,
commencing on the date hereof until the Companys 2025 annual meeting of
stockholders, Mr. Acero shall serve as an observer on the Board,
pursuant to the terms of the Observer Agreement.
The Stockholder shall have the ability to replace Mr. Acero as the observer to
the Board with a substitute person designated by the Stockholder who is
reasonably acceptable to the Board, which acceptance shall not be unreasonably
withheld, conditioned or delayed; provided that any such substitute observer
shall enter into an observer agreement, in substantially the same form as the
Observer Agreement, and a confidentiality agreement, in substantially the same
form as the Confidentiality Agreement, prior to his or her appointment as an
observer.
(f)
amending Section 2 to replace:
(i)
the reference to the 2024 annual meeting of stockholders in the definition of
Expiration Date with a reference to the 2025 annual meeting of stockholders and
(ii)
the reference to the 2023 Annual Meeting in Section 2(b) with a reference to
the 2024 Annual Meeting.
(g)
amending and restating Section 3(c) to read in its entirety as follows:
The Company agrees that the Board shall take all necessary actions to hold the
2024 Annual Meeting on a date that is within 30 days before or after the date
that is the one-year anniversary of the Companys 2023 annual meeting of
stockholders (
i.e.,
within 30 days before or after July 20, 2024). Once the date for the 2024
Annual Meeting has been established and disclosed by the Company, except to
the extent required by applicable law, any court of competent jurisdiction, or
any governmental or regulatory body, including the SEC and the NYSE, the
Company shall not change the date for the 2024 Annual Meeting without the
written consent of the Stockholder (such consent not to be unreasonably
withheld, conditioned or delayed); provided, for the avoidance of doubt, that
the Company may adjourn and postpone the 2024 Annual Meeting for the purpose
of meeting any requisite quorum requirement.
-------------------------------------------------------------------------------
(h)
amending and restating Section 3(d) to read in its entirety as follows:
No later than the earliest date pursuant to which stockholder nominations for
director elections are permitted pursuant to the Bylaws with respect to the
2025 annual meeting of stockholders, the Company shall provide notice to the
Stockholder, the New Director and/or any Replacement Director or Substitute
Director, as applicable, if the Company does not plan to include such
director(s) in its slate of nominees recommended by the Board in the Companys
proxy statement and on its proxy card relating to the Companys 2025 annual
meeting of stockholders.
(i)
Removing Section 4(a)-(b) in their entirety, retitling Section 4 from Press
Release; Public Filings; Non-Disparagement to Non-Disparagement and
renumbering Section 4(c) as Section 4.
(j)
Removing Section 9 in its entirety.
2.
Public Filings.
. The Parties agree that following the execution and delivery of this
Amendment by the Parties, the Company will file with the SEC a Current Report
on Form 8-K in respect of this Amendment, and, prior to the filing thereof,
the Company shall provide the Stockholder and its counsel a reasonable
opportunity to review and comment on such Form 8-K.
2.
3.
Entire Agreement; Amendment
. This Amendment, together with the Cooperation Agreement, including exhibits
and schedules attached to thereto, contains the entire understanding of the
Parties with respect to the subject matter hereof. This Amendment may be
amended only by an agreement in writing executed by the Parties, and no waiver
of compliance with any provision or condition of this Amendment and no consent
provided for in this Amendment shall be effective unless evidenced by a
written instrument executed by the Party against whom such waiver or consent
is to be effective. No failure or delay by a Party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power or privilege hereunder.
4.
Reference to the Cooperation Agreement
. From and after the date of this Amendment, each reference in each of the
Cooperation Agreement, the Observer Agreement and the Confidentiality
Agreement, dated as of May 30, 2023, by and among the Company, the
Stockholder, Courtney R. Mather and Julio C. Acero to this Cooperation
Agreement, hereunder, hereof, herein, or words of similar meaning referring to
the Cooperation Agreement, mean and are a reference to the Cooperation
Agreement as amended by this Amendment.
-------------------------------------------------------------------------------
5.
Counterparts
. This Amendment may be executed in counterparts, each of which shall be
deemed to be an original, but both of which shall constitute the same
agreement. Signatures to this Amendment transmitted by facsimile transmission,
by electronic mail in portable document format (.pdf) form or by any other
electronic means intended to preserve the original graphic and pictorial
appearance of a document, will have the same effect as physical delivery of
the paper document bearing the original signature. For the avoidance of doubt,
no Party shall be bound by any contractual obligation to the other party until
all counterparts to this Amendment have been duly executed by each of the
Parties and delivered to the other Party (including by means of electronic
delivery).
6.
No Other Modification
. Except as expressly amended by the terms of this Amendment, all other terms
of the Cooperation Agreement remain unchanged and in full force and effect.
[
Signature page follows
]
-------------------------------------------------------------------------------
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first written above.
TRIUMPH GROUP, INC.
By:
/s/ Jennifer H. Allen
Name: Jennifer H. Allen
Title: CAO, SVP, GC & Secretary
VISION ONE FUND, LP
By:
/s/ Courtney R. Mather
Name: Courtney R. Mather
Title: CEO/CIO of Vision One
Management Partners, LP
Investment Advisor to Vision
One Fund, LP
[
Signature Page to Amendment to Cooperation Agreement
]
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