Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.




Item 8.01. Other Events.

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.

Item 9.01. Financial Statements and Exhibits.



(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)

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