Item 5.07 Submission of Matters to a Vote of Security Holders.
HEICO Corporation (the "Company") held its Annual Meeting of Shareholders on Friday, March 17, 2023. The shareholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed on February 3, 2023.
Only holders of record of HEICO Common Stock, $0.01 par value per share ("Common Stock"), and Class A Common Stock, $0.01 par value per share ("Class A Common Stock"), as of the close of business on January 20, 2023 (the record date) were entitled to vote at the Annual Meeting. On that date, there were outstanding 54,553,440 shares of Common Stock, each entitled to one vote, and 82,157,085 shares of Class A Common Stock, each entitled to 1/10th vote per share.
Proposal 1: Proposal to Elect Directors
The Company's shareholders elected all nine director nominees to serve until the next annual meeting of shareholders or until a successor is elected and qualified. The result of the vote is set forth in the table below:
Director For Withheld Broker Non-Votes
Thomas M. Culligan 51,300,955 769,253 4,892,281
Carol F. Fine 51,813,800 256,408 4,892,281
Adolfo Henriques 51,076,127 994,081 4,892,281
Mark H. Hildebrandt 31,631,839 20,438,369 4,892,281
Eric A. Mendelson 50,970,931 1,099,277 4,892,281
Laurans A. Mendelson 49,846,425 2,223,783 4,892,281
Victor H. Mendelson 50,969,688 1,100,520 4,892,281
Julie Neitzel 51,233,618 836,590 4,892,281
Dr. Alan Schriesheim 37,418,000 14,652,208 4,892,281
Frank J. Schwitter 49,072,980 2,997,228 4,892,281
Proposal 2: Advisory Vote on Executive Compensation
The Company's shareholders held a non-binding, advisory vote on executive compensation. The result of the vote is set forth in the table below:
For Against Abstain Broker Non-Votes
47,780,793 4,217,045 72,370 4,892,281
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Proposal 3: Advisory Vote On The Frequency of Holding Future Advisory Votes on
Executive Compensation
The Company's shareholders held a non-binding, advisory vote on how frequently they would like an advisory vote on executive compensation. The result of the vote is set forth in the table below:
3 Years 2 Years 1 Year Abstain Broker Non-Votes
4,696,764 206,314 47,031,549 135,581 4,892,281
Proposal 4: Ratification of Independent Registered Public Accounting Firm
The Company's shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2023. The result of the vote is set forth in the table below:
For Against Abstain
55,164,902 1,389,555 408,032
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