--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-033847" form_type: "8-K" ticker: null cik: "0001021162" company_name: "TRIUMPH GROUP INC" filed_at: "2023-07-21T23:59:59+00:00" generated_at: "2026-06-13T04:43:58.911269+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Triumph Group shareholders approve doubling authorized shares to 200M and officer exculpation ## Summary - Authorized common stock increased from 100M to 200M shares, effective July 21, 2023. - Stockholders approved charter amendment to limit officer liability under Delaware law. - Nine directors elected including Patrick Allen, Daniel Crowley, and Neal Keating. - Advisory say-on-pay passed with 48.5M for vs 2.9M against; annual frequency adopted. - Shareholder proposal to split chairman/CEO roles defeated (15.6M for, 36M against). ## SEC filing metadata - accession: 0000950170-23-033847 - form_type: 8-K - cik: 0001021162 - company_name: TRIUMPH GROUP INC - filed_at: 2023-07-21T23:59:59+00:00 - event_type: other_material - 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/1021162/000095017023033847/0000950170-23-033847-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/tgi-20230720.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-033847 - JSON: https://secwatch.observer/filing/0000950170-23-033847.json - Plain text: https://secwatch.observer/filing/0000950170-23-033847.txt ## Key facts - Governance Changes TRIUMPH GROUP INC: Reflected new Delaware law provisions regarding officer exculpation (effective 2023-07-21). - Change: charter amendment - Effective: 2023-07-21 source text: reflect new Delaware law provisions regarding officer exculpation evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm - Governance Changes TRIUMPH GROUP INC: Increased authorized shares of common stock from 100,000,000 to 200,000,000 (effective 2023-07-21). - Change: charter amendment - Effective: 2023-07-21 source text: increase the authorized shares of common stock from 100,000,000 to 200,000,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm - Shareholder Votes TRIUMPH GROUP INC shareholders approved Election of Directors at the 2023-07-20 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-07-20 source text: Proposal 1: Election of Directors . The following persons were elected as directors of the Company for a one year term, such term to continue until the next Annual Meeting of stockholders to be held in 2024 and until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation or removal: Number of Votes Candidate For Against Abstain Broker-Non-Votes Patrick E. Allen 51,435,928 152,298 20,242 4,384,102 Paul Bourgon 45,245,493 6,345,416 17,559 4,384,102 Daniel J. Crowley 50,813,474 773,921 21,073 4,384,102 Cynthia M. Egnotovich 45,483,260 6,108,407 16,801 4,384,102 Daniel P. Garton 50,971,315 619,887 17,266 4,384,102 Barbara W. Humpton 45,778,063 5,813,152 17,253 4,384,102 Neal J. Keating 46,036,273 5,552,670 19,525 4,384,102 Courtney R. Mather 51,208,541 354,551 45,376 4,384,102 Colleen C. Repplier 51,085,538 501,917 21,013 4,384,102 evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm - Shareholder Votes TRIUMPH GROUP INC shareholders approved Advisory Vote on Compensation Paid to Named Executive Officers for Fiscal Year 2023 at the 2023-07-20 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-20 source text: Proposal 3: Advisory Vote on Compensation Paid to Named Executive Officers for Fiscal Year 2023. The stockholders approved, by advisory vote, the compensation paid to the Company’s named executive officers for fiscal year 2023. The stockholder votes were as follows: For Against Abstain Broker Non-Votes 48,500,997 2,921,976 185,495 4,384,102 evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm - Shareholder Votes TRIUMPH GROUP INC shareholders approved Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Authorized Shares of Common Stock from 100,000,000 to 200,000,000 Shares at the 2023-07-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-20 source text: Proposal 5: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Authorized Shares of Common Stock from 100,000,000 to 200,000,000 Shares . The stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 100,000,000 to 200,000,000 shares. The stockholder votes were as follows: For Against Abstain Broker Non-Votes 53,055,696 2,858,666 78,208 None evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm - Shareholder Votes TRIUMPH GROUP INC shareholders approved Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation at the 2023-07-20 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-07-20 source text: Proposal 4: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation. The stockholders approved, by advisory vote, once every year as the frequency to vote on future advisory votes on the compensation of our named executive officers. The stockholder votes were as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 45,383,174 102,322 6,101,477 21,525 4,384,102 evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm - Shareholder Votes TRIUMPH GROUP INC shareholders rejected Stockholder Proposal to Adopt a Policy and Amend the Company's Governing Documents so that Two Separate People Hold the Office of Chairman and Chief Executive Officer of the Company at the 2023-07-20 meeting. - Outcome: failed - Meeting: 2023-07-20 source text: Proposal 9: Stockholder Proposal to Adopt a Policy and Amend the Company's Governing Documents so that Two Separate People Hold the Office of Chairman and Chief Executive Officer of the Company. The stockholders did not approve the stockholder proposal to adopt a policy and amend the Company's governing documents so that two separate people hold the office of Chairman and Chief Executive Officer of the Company. The stockholder votes were as follows: For Against Abstain Broker Non-Votes 15,561,316 36,006,949 40,203 4,384,102 evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm - Shareholder Votes TRIUMPH GROUP INC shareholders approved Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted by Recent Amendments to the General Corporation Law of the State of Delaware at the 2023-07-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-20 source text: Proposal 6: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company as Permitted by Recent Amendments to the General Corporation Law of the State of Delaware . The stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware. The stockholder votes were as follows: For Against Abstain Broker Non-Votes 48,792,788 2,713,298 102,382 4,384,102 evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm - Shareholder Votes TRIUMPH GROUP INC shareholders approved Ratification of Selection of Registered Public Accounting Firm at the 2023-07-20 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-07-20 source text: Proposal 2: Ratification of Selection of Registered Public Accounting Firm. The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024. The stockholder votes were as follows: For Against Abstain Broker Non-Votes 55,424,578 534,957 33,035 None evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm - Shareholder Votes TRIUMPH GROUP INC shareholders approved Approval of an Amendment to the Triumph Group, Inc. 2016 Directors' Equity Compensation Plan to Increase the Number of Shares Available for Issuance Under the Plan at the 2023-07-20 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-07-20 source text: Proposal 8: Approval of an Amendment to the Triumph Group, Inc. 2016 Directors' Equity Compensation Plan to Increase the Number of Shares Available for Issuance Under the Plan . The stockholders approved the amendment to the Triumph Group, Inc. 2016 Directors' Equity Compensation Plan to increase the number of shares available for issuance under the plan by 225,000 shares. The stockholder votes were as follows: For Against Abstain Broker Non-Votes 49,591,734 1,964,155 52,579 4,384,102 evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm - Shareholder Votes TRIUMPH GROUP INC shareholders approved Approval of an Amendment to the Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan to Increase the Number of Shares Available for Issuance Under the Plan at the 2023-07-20 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-07-20 source text: Proposal 7: Approval of an Amendment to the Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan to Increase the Number of Shares Available for Issuance Under the Plan . The stockholders approved the amendment to the Amended and Restated Triumph Group, Inc. 2018 Equity Incentive Plan to increase the number of shares available for issuance under the plan by 2,075,000 shares. The stockholder votes were as follows: For Against Abstain Broker Non-Votes 50,464,195 1,090,091 54,182 4,384,102 evidence_url: https://www.sec.gov/Archives/edgar/data/1021162/000095017023033847/0000950170-23-033847-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.