| 2016-10-18 17:39:30|
ESL 17:39 10/18 10/18/16
Esterline in pact with First Pacific Advisors to increase board size
On October 18, Esterline Technologies entered into an Agreement with First Pacific Advisors and certain of its affiliates named therein, which beneficially own approximately 12.6% of the outstanding common stock of the Company. The following is a summary of the material terms of the Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Agreement.. Pursuant to the Agreement, the Company agreed that the Board of Directors of the Company will increase its size to ten directors, and promptly following the execution of the Agreement, appoint Nils Larsen as a new independent director of the Company with a term expiring at the 2017 annual meeting of stockholders. The Board will also act to nominate the New Independent Director for election at the 2017 Annual Meeting for a further, regular three-year term expiring at the 2020 annual meeting of stockholders. In addition, it is currently anticipated that one of the directors whose term expires at the 2017 Annual Meeting intends to retire and cease any service as a director. As part of the process to select a candidate to replace the Retiring Director, FPA shall have the right to submit potential candidates to the Nominating and Corporate Governance Committee to be considered for election as a director at the 2017 Annual Meeting. The Nominating Committee shall give due and careful consideration to the FPA Candidates and share with FPA information pertaining to the other final proposed candidates it considers for the 2017 Director Nominee.