--- schema_version: "secwatch.filing_event.v1" accession: "0000008063-23-000032" form_type: "8-K" ticker: "ATRO" cik: "0000008063" company_name: "ASTRONICS CORP" filed_at: "2023-05-24T23:59:59+00:00" generated_at: "2026-06-14T16:46:28.426931+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Astronics shareholders approve doubling authorized common shares to 80M ## Summary - Shareholders approved amendment to increase authorized common shares from 40M to 80M. - All eight director nominees elected, including Robert T. Brady, Jeffry D. Frisby, and others. - Ratification of Ernst & Young as independent auditor for fiscal 2023 approved. - Non-binding advisory vote on executive compensation approved with 56M votes for. - Advisory vote on frequency of say-on-pay set to every three years. ## SEC filing metadata - accession: 0000008063-23-000032 - form_type: 8-K - ticker: ATRO - cik: 0000008063 - company_name: ASTRONICS CORP - filed_at: 2023-05-24T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/8063/000000806323000032/0000008063-23-000032-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/8063/000000806323000032/atro-20230523.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000008063-23-000032 - JSON: https://secwatch.observer/filing/0000008063-23-000032.json - Plain text: https://secwatch.observer/filing/0000008063-23-000032.txt ## Key facts - Governance Changes ASTRONICS CORP: Increased authorized shares of Common Stock from 40,000,000 to 80,000,000 (effective 2023-05-23). - Change: charter amendment - Effective: 2023-05-23 source text: at the Annual Meeting of Shareholders of Astronics Corporation (the “Company”) held on May 23, 2023, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation, as amended, increasing the number of authorized shares of the Company’s Common Stock from 40,000,000 to 80,000,000. The Amendment became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of New York on May 23, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/8063/000000806323000032/0000008063-23-000032-index.htm - Shareholder Votes ASTRONICS CORP shareholders approved Non-binding shareholder advisory vote on the compensation of the Company's named executive officers at the 2023-05-23 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-23 source text: A total of 56,094,341 votes were cast for the proposal, 5,080,389 votes were cast against it and 224,493 votes abstained. There were 10,210,759 broker non-votes on the proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/8063/000000806323000032/0000008063-23-000032-index.htm - Shareholder Votes ASTRONICS CORP shareholders approved Approval of an amendment to the Company's Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock at the 2023-05-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-23 source text: A total of 68,826,704 votes were cast for the proposal, 2,666,676 votes were cast against it and 116,602 votes abstained. There were no broker non-votes on the proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/8063/000000806323000032/0000008063-23-000032-index.htm - Shareholder Votes ASTRONICS CORP shareholders approved Election of the Board of Directors at the 2023-05-23 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-23 source text: The nominees to the Board of Directors were elected based on the following votes: For Withheld Broker Non-Votes Robert T. Brady 54,889,355 6,509,868 10,210,759 Jeffry D. Frisby 59,723,105 1,676,118 10,210,759 Peter J. Gundermann 59,774,655 1,624,568 10,210,759 Warren C. Johnson 53,082,956 8,316,267 10,210,759 Robert S. Keane 50,880,387 10,518,836 10,210,759 Neil Y. Kim 59,726,622 1,672,601 10,210,759 Mark Moran 52,881,288 8,517,935 10,210,759 Linda O’Brien 59,791,145 1,608,078 10,210,759 evidence_url: https://www.sec.gov/Archives/edgar/data/8063/000000806323000032/0000008063-23-000032-index.htm - Shareholder Votes ASTRONICS CORP shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-05-23 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-23 source text: A total of 68,929,019 votes were cast for the proposal, 2,615,997 votes were cast against it and 64,966 votes abstained. There were no broker non-votes on the proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/8063/000000806323000032/0000008063-23-000032-index.htm - Shareholder Votes ASTRONICS CORP shareholders approved Non-binding shareholder advisory vote on the frequency of the Company's shareholder vote with respect to the compensation of the Company's named executive officers at the 2023-05-23 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-23 source text: The votes were as follows: 3 Years 2 Years 1 Year Abstain 36,670,332 373,254 19,076,613 5,279,024 evidence_url: https://www.sec.gov/Archives/edgar/data/8063/000000806323000032/0000008063-23-000032-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.