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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