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TRANSDIGM GROUP INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

April 28, 2014



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

As disclosed in a Form 8-K filed March 5, 2014, at the Company's 2014 Annual Stockholders' Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation implementing a proposal to declassify the Company's Board of Directors, as described in the proxy statement for the meeting. As such, the Company filed its Second Amended and Restated Certificate of Incorporation on April 28, 2014.

In addition, as disclosed in the Company's proxy statement for the 2014 annual meeting, the Board of Directors committed to amend the Company's bylaws to implement the declassification proposal if the proposal to amend the Amended and Restated Certificate of Incorporation was approved by the stockholders. As such, the Board of Directors approved the Company's Second Amended and Restated Bylaws on April 24, 2014.

The Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:

3.1 Second Amended and Restated Certificate of Incorporation of TransDigm Group Incorporated, filed with the Delaware Secretary of State on April 28, 2014. 3.2 Second Amended and Restated Bylaws of TransDigm Group Incorporated



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Source: Edgar Glimpses