Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatiory Arrangements of Certain
On June 10, 2014
, the Board of Directors of B/E Aerospace, Inc.
pursuant to the By-laws of the Company appointed Mr. David J. Anderson
director. Mr. Anderson
will serve as a Class III Director with a term expiring
at the 2015 Annual Meeting of Stockholders of the Company. No determination has
been made as of the date of this report as to the committees of the Board of
Directors on which Mr. Anderson
will serve. As compensation for his service on
the Board of Directors, Mr. Anderson
will receive the Company's standard
compensation for non-employee directors. See the Company's annual proxy
statement under the heading "Compensation of Directors" for further information
on compensation paid to non-employee directors.Mr. Anderson
recently retired from Honeywell International Inc. ("Honeywell"),
where he was the Senior Vice President and Chief Financial Officer since 2003.
will continue to provide certain consulting services to Honeywell.
Honeywell is a customer of the Company and enters into transactions with the
Company in the ordinary course relating to the purchase of certain goods and
On June 10, 2014
, Mr. Robert J. Khoury
, who has served as a director since
co-founding the Company in 1987, notified the Board of Directors of his
resignation as a Class II Director, effective June 10, 2014
. As a result of Mr.
Robert J. Khoury's
resignation, the Board of Directors was not made up of a
balanced number of Class I, Class II and Class III Directors. In order to
balance the classes of directors, on June 13, 2014
, upon the recommendation of
the Nominating and Corporate Governance Committee
of the Board of Directors, Mr.
Amin J. Khoury
, Co-Chief Executive Officer of the Company and Chairman of the
Board of Directors, resigned as a Class III Director and was re-appointed by the
Board of Directors as a Class II Director, with a term expiring at the 2014
Annual Meeting of Stockholders of the Company, and Chairman of the Board of
Directors, effective June 13, 2014
. Mr. Amin J. Khoury's
Board of Directors'
committee memberships and compensation arrangements remain unaffected as a
result of his re-appointment to the Board of Directors.
Item 8.01 Other Events.
On June 10, 2014
, the Company issued a press release announcing Mr. Anderson's
appointment to the Board of Directors. A copy of the press release is filed as
Exhibit 99.1 to this report and is incorporated herein by reference.
Additional Information for Shareholders
In connection with the Company's 2014 Annual Meeting of Stockholders, the
Company has filed a proxy statement with the Securities and Exchange Commission
("SEC"), an amended version of which will be filed with the SEC
and mailed to
stockholders once it is available. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THE AMENDED PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of the amended proxy statement (when available) and other documents filed
by the Company at the SEC's
web site at www.sec.gov
. The amended proxy
statement and such other documents may also be obtained for free from the
Company by directing such request to B/E Aerospace, Inc.
, 1400 Corporate Center
, FL 33414-2105, Attention: Investor Relations, Telephone:
561-791-5000, or from the Company's website, located at www.beaerospace.com
Participants in the Solicitation
The Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the 2014 Annual Meeting of
Stockholders. Information concerning the interests of the Company's
participants in the solicitation is set forth in the Company's proxy statements
and Annual Reports on Form 10-K previously filed with the SEC
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release, dated June 10, 2014, issued by B/E Aerospace, Inc.