TransDigm (NYSE: TDG) wins stockholder support on directors, auditor and executive pay

Rhea-AI Filing Summary

TransDigm Group Incorporated reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected ten directors, including Jane M. Cronin, Michele L. Santana, and Robert J. Small, with each nominee receiving substantially more votes "for" than "withheld" and with broker non-votes recorded.

Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026, with 51,593,887 votes for, 1,227,313 against and 12,544 abstentions. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 48,583,255 votes for, 1,612,610 against, 20,962 abstentions and 2,616,917 broker non-votes. No other matters were submitted for a vote.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2026

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-32833

41-2101738

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1350 Euclid Avenue,

Suite 1600,

Cleveland,

Ohio

44115

(Address of principal executive offices)

(Zip Code)

(216) 706-2960

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol:

Name of each exchange on which registered:

Common Stock, $0.01 par value

TDG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote Security Holders.

On March 5, 2026, TransDigm Group Incorporated (the “Company”) conducted its Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the meeting, Mses. Jane M. Cronin and Michele L. Santana and Messrs. David A. Barr, Michael Graff, Sean P. Hennessy, W. Nicholas Howley, Michael J. Lisman, Gary E. McCullough, Peter J. Palmer and Robert J. Small were elected as directors of the Company. In addition, the stockholders ratified the Company’s selection of Ernst & Young LLP as its independent registered public accounting firm and as the auditors of the Company's consolidated financial statements for the fiscal year ending September 30, 2026 and, in an advisory vote, approved the compensation paid by the Company to its named executive officers. The details of the vote are set forth below:

Proposal No. 1 – Election of Ten Director Nominees to the Company's Board of Directors:

						FOR						WITHHELD						BROKER NON-VOTES
David A. Barr						49,439,187						777,640						2,616,917
Jane M. Cronin						48,845,224						1,371,603						2,616,917
Michael Graff						48,158,601						2,058,226						2,616,917
Sean P. Hennessy						48,949,934						1,266,893						2,616,917
W. Nicholas Howley						48,963,201						1,253,626						2,616,917
Michael J. Lisman						49,861,805						355,022						2,616,917
Gary E. McCullough						46,187,687						4,029,140						2,616,917
Peter J. Palmer						49,334,023						882,804						2,616,917
Michele L. Santana						48,861,884						1,354,943						2,616,917
Robert J. Small						49,061,518						1,155,309						2,616,917

Proposal No. 2 – Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2026:

FOR						51,593,887
AGAINST						1,227,313
ABSTAIN						12,544

Proposal No. 3 – Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers:

FOR						48,583,255
AGAINST						1,612,610
ABSTAIN						20,962
BROKER NON-VOTES						2,616,917

No other matters were brought before stockholders for a vote at the 2026 Annual Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANSDIGM GROUP INCORPORATED
By:									/s/ Armani Vadiee
			Name:						Armani Vadiee
			Title:						General Counsel, Chief Compliance Officer and Secretary

Dated: March 5, 2026

FAQ

What did TransDigm Group (TDG) stockholders decide at the 2026 Annual Meeting?

Stockholders elected ten directors, ratified Ernst & Young LLP as auditor, and approved executive compensation on an advisory basis. Each director nominee received significantly more votes for than withheld, and all three proposals passed with substantial support from voting stockholders.

Which directors were elected to TransDigm Group’s (TDG) board in 2026?

Ten nominees were elected, including Jane M. Cronin, Michele L. Santana, David A. Barr, Michael Graff, Sean P. Hennessy, W. Nicholas Howley, Michael J. Lisman, Gary E. McCullough, Peter J. Palmer, and Robert J. Small. Each received a majority of votes cast in favor.

Did TransDigm Group (TDG) stockholders approve the company’s auditor for 2026?

Yes. Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, with 51,593,887 votes for, 1,227,313 against, and 12,544 abstentions, indicating strong overall support for the selection.

How did TransDigm Group (TDG) stockholders vote on executive compensation?

In an advisory vote, stockholders approved compensation for the company’s named executive officers. The proposal received 48,583,255 votes for, 1,612,610 against, 20,962 abstentions, and 2,616,917 broker non-votes, reflecting broad support for the current executive pay program.

Were there any other proposals at TransDigm Group’s 2026 Annual Meeting?

No. Only three proposals were presented: election of ten directors, ratification of Ernst & Young LLP as auditor, and an advisory vote on named executive officer compensation. The company stated that no other matters were brought before stockholders for a vote.

What were the vote results for TransDigm director nominee Michael J. Lisman?

Michael J. Lisman received 49,861,805 votes for and 355,022 votes withheld, with 2,616,917 broker non-votes. This indicates clear majority support among voting stockholders for his continued service on TransDigm Group’s board of directors at the 2026 Annual Meeting.

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB