UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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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
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On August 18, 2020, the Board of Directors (the "Board") of Aerojet Rocketdyne Holdings, Inc. (the "Company") increased the size of the Board from seven to eight members and appointed Audrey A. McNiff as a director to serve until the Company's next annual meeting of stockholders and until her successor is duly elected and qualified. As of the date of this filing, Ms. McNiff has not been appointed to a committee of the Board.
There are no arrangements or understandings between Ms. McNiff and any other person pursuant to which she was appointed to serve on the Board. Ms. McNiff has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. McNiff will receive compensation consistent with the standard compensation arrangements for non-employee directors, as described in the Company's most recent proxy statement filed with the Securities and Exchange Commission on March 24, 2020. Effective August 18, 2020, Ms. McNiff received a (i) grant of 500 shares of restricted stock and (ii) pro-rated annual grant of restricted stock valued at $75,000 to reflect her service until the Company's next annual meeting of stockholders per the Company's standard compensation arrangements for non-employee directors.
On August 20, 2020, the Company issued a press release announcing the appointment of Ms. McNiff to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 20, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Aerojet Rocketdyne Holdings, Inc. | ||
| Date: August 20, 2020 | By: | /s/ Arjun L. Kampani |
| Name: | Arjun L. Kampani | |
| Title: | Senior Vice President, General Counsel and Secretary | |
EXHIBIT 99.1
Audrey McNiff Joins Aerojet Rocketdyne Holdings, Inc. Board of Directors
EL SEGUNDO, Calif., Aug. 20, 2020 (GLOBE NEWSWIRE) -- Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) announced today that Audrey McNiff has been appointed to its board of directors. Her appointment will increase the board from seven to eight members.
Ms. McNiff brings more than 30 years of leadership experience in the financial sector. She most recently retired as a Partner at Goldman Sachs where she was the Global Head of Foreign Exchange Sales and Derivatives in the Securities Division.
“We are pleased to add Audrey McNiff to the Aerojet Rocketdyne Board of Directors,” said Warren G. Lichtenstein, executive chairman of the board. “Her broad financial expertise and strong leadership will play an instrumental role in the company’s governance and strategy.”
“My leadership team and I are honored to have Audrey McNiff join our board of directors,” said Eileen P. Drake, chief executive officer and president of Aerojet Rocketdyne Holdings, Inc. “Her global experience and deep knowledge of the financial sector will be an invaluable asset to our company moving forward.”
At Goldman Sachs, where she co-founded the Women’s Network within the Fixed Income Division, Ms. McNiff managed a global team with coverage based in New York, London and Tokyo that drove relationships with the largest hedge fund managers and sovereign wealth funds.
Ms. McNiff received a Bachelor of Arts in Economics from Mount Holyoke College and earned a Master of Business Administration from New York University’s Leonard N. Stern School of Business. Ms. McNiff was the Stern Women In Business (SWIB) 2007 Woman of the Year and currently serves on the Board of the Fidelity Charitable Gift Fund, the John A. Hartford Foundation, and the Ann Romney Center for Neurologic Diseases at the Brigham and Women’s Hospital. She previously served as the Mount Holyoke College Investment Committee Chair, where she oversaw the college’s $700 million endowment, and as the Lawrence Academy Investment Committee Chair.
About Aerojet Rocketdyne Holdings, Inc.
Aerojet Rocketdyne Holdings, Inc., headquartered in El Segundo, California, is an innovative technology-based manufacturer of aerospace and defense products and systems, with a real estate segment that includes activities related to the entitlement, sale, and leasing of the Company’s excess real estate assets. More information can be obtained by visiting the Company’s websites at www.rocket.com or www.aerojetrocketdyne.com.
Contact information:
Media: Steve Warren, vice president, communications 703-650-0278
Cover |
Aug. 18, 2020 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Aug. 18, 2020 |
| Entity File Number | 1-01520 |
| Entity Registrant Name | Aerojet Rocketdyne Holdings, Inc. |
| Entity Central Index Key | 0000040888 |
| Entity Tax Identification Number | 34-0244000 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 222 N. Pacific Coast Highway, Suite 500 |
| Entity Address, City or Town | El Segundo |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90245 |
| City Area Code | 310 |
| Local Phone Number | 252-8100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, $0.10 par value |
| Trading Symbol | AJRD |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |