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): July 25, 2012
Wesco Aircraft Holdings, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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001-35235 |
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20-5441563 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
27727 Avenue Scott
Valencia, California 91355
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (661) 775-7200
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On July 25, 2012, the Board of Directors (the “Board”) of Wesco Aircraft Holdings, Inc. (the “Company”) appointed Scott E. Kuechle as a director, effective immediately, filling an existing vacancy on the Board. Mr. Kuechle will serve as a Class II director, with his initial term expiring at the Company’s 2013 Annual Meeting of Stockholders.
The Board also appointed Mr. Kuechle to serve on the Audit Committee of the Board (the “Audit Committee”), as a replacement for Dayne A. Baird. Accordingly, the Company will have a fully independent Audit Committee within one year of the effective date of the registration statement filed in connection with its initial public offering as required by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (“Rule 10A-3”), and the rules of the New York Stock Exchange (the “NYSE”). Mr. Baird will continue to serve as a member of the Board.
Mr. Kuechle has served as Executive Vice President and Chief Financial Officer of the Goodrich Corporation (“Goodrich”), a leading global supplier of systems and services to the aerospace and defense industry, since 2005. Mr. Kuechle previously served as Goodrich’s Corporate Controller from 2004 until 2005, Corporate Treasurer from 1998 until 2004, Director of Finance and Banking (Assistant Treasurer) from 1994 until 1998, Director of Finance for one of Goodrich’s Business Units from 1989 until 1994 and in various financial roles in Goodrich’s Corporate and Business Segment Offices from 1983 until 1989. Mr. Kuechle currently serves on the Board of Directors of the Crisis Assistance Ministries and previously served on the Boards of Communities in Schools and the Weddington High School Band Boosters.
The Board has determined that Mr. Kuechle is an independent director within the rules of the NYSE and Rule 10A-3, and has also determined that Mr. Kuechle is an “audit committee financial expert,” as such term is defined under the applicable regulations of the Securities and Exchange Commission (the “SEC”).
There are no arrangements or understandings between Mr. Kuechle and any other person pursuant to which he was selected to serve on the Board, and there are no relationships between Mr. Kuechle and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Kuechle will be entitled to the Company’s standard director cash and equity compensation arrangement for non-affiliate directors, which is described in greater detail in the Company’s definitive proxy statement filed with the SEC on January 26, 2012. In addition, Mr. Kuechle has entered into the Company’s standard indemnification agreement, the form of which was filed as an exhibit to the Company’s registration statement on Form S-1, as amended (Registration No. 333-173381).
A copy of the Company’s press release announcing the appointment of Mr. Kuechle to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
SIGNATURES
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.
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Date: July 25, 2012 |
WESCO AIRCRAFT HOLDINGS, INC. | |
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By: |
/s/ Gregory A. Hann |
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Gregory A. Hann |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Wesco Aircraft Appoints Scott E. Kuechle
to Board of Directors
VALENCIA, CA, July 25, 2012 — Wesco Aircraft Holdings, Inc. (NYSE: WAIR), a leading provider of comprehensive supply chain management services to the global aerospace industry, today announced that Scott E. Kuechle has been elected to its Board of Directors, effective immediately, filling an existing vacancy on the Board. Mr. Kuechle will also serve as a member of Wesco’s Audit Committee. Mr. Kuechle will serve as a Class II director, with his initial term expiring at Wesco’s 2013 Annual Meeting of Stockholders.
Mr. Kuechle has served as the Executive Vice President and Chief Financial Officer of Goodrich Corporation (NYSE: GR) since 2005. During his time as Chief Financial Officer, Mr. Kuechle was part of the leadership team responsible for increasing the equity value of Goodrich from $5B in 2005 to $16.4B in 2012. Prior to serving as Chief Financial Officer, he also served as Corporate Controller, Corporate Treasurer, and Director of Finance and Banking during his 29 year tenure at Goodrich Corporation dating back to 1983. Mr. Kuechle also currently serves as a member of Standard & Poor’s Corporate Executive Council.
Randy Snyder, Chairman, President and Chief Executive Officer of Wesco Aircraft, stated, “we are pleased to welcome Scott to our Board of Directors. His leadership and knowledge of the aerospace industry will be very valuable as we continue to expand the scope of our business and geographic footprint.”
About Wesco Aircraft
Wesco Aircraft is one of the world’s largest distributors and providers of comprehensive supply chain management services to the global aerospace industry. The Company’s services range from traditional distribution to the management of supplier relationships, quality assurance, kitting, just-in-time delivery and point-of-use inventory management. The Company believes it offers the world’s broadest inventory of aerospace parts, comprised of approximately 500,000 different stock keeping units, including hardware, bearings, tools, electronic components and machined parts. Wesco Aircraft has more than 1,200 employees across 44 locations in 12 countries.
Contact Information:
Richard Zubek
Investor Relations
661-802-5078
InvestorRelations@wescoair.com