TRANSDIGM GROUP INC : Other Events, Financial Statements and Exhibits (form 8-K)
August 26, 2022 at 04:11 pm EDT
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Item 8.01. Other Events.
On November 1, 2021, a purported stockholder of the Company filed a derivative
complaint, captioned Sciabacucchi v Howley, et al. C.A. No. 2021-0938-LWW (the
"Derivative Action"), in the Delaware Court of Chancery (the "Court"). The
complaint, which names certain directors of the Company (the "Director
Defendants") as defendants, alleges that the Director Defendants awarded and
received excessive compensation. The Director Defendants have denied, and
continue to deny, any and all allegations of wrongdoing or liability asserted in
the Derivative Action.
Nonetheless, solely to eliminate the uncertainty, distraction, disruption,
burden, risk and expense of further litigation, the Company and the Director
Defendants entered into a Stipulation and Agreement of Compromise, Settlement
and Release (the "Stipulation") with the plaintiff on August 19, 2022. Pursuant
to the terms of the Stipulation, the Director Defendants have agreed to
implement and maintain certain changes to the Company's compensation policies
and practices, all of which have previously been disclosed in the Company's most
recent proxy statement. The Company will also be responsible for the payment of
plaintiff's attorneys' fees. The proposed settlement, as set forth in the
Stipulation, is subject to approval by the Court. If approved, the proposed
settlement will (i) fully resolve the Derivative Action by dismissing all
asserted claims with prejudice and (ii) release all claims related to the
allegations in the Derivative Action.
A copy of the Notice of Pendency of Settlement of the Action (the "Notice") is
attached hereto as Exhibit 99.1. Copies of the Notice and the Stipulation are
available on the Company's website at
www.Transdigm.com/investor-relations/other-information/.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
Exhibit No. Description
Notice of Pendency of Settle ment of
the Action dated August
99.1 2 6 , 2022
104 Cover Page Interactive Data File (embedded within
TransDigm Group Inc. specializes in the design, manufacturing and marketing of aerospace systems and components. Net sales break down by family of products as follows:
- engine components and control systems (50.3%): mechanical and electromechanical actuators and control systems, pumps and engine control systems, power regulators, ignition systems, thermal management systems, fluid management systems, batteries and power supply systems, motion sensors, data recording, analysis and processing systems, etc. The group also offers winches, lifting systems and cargo handling systems;
- cabin systems and equipment (47%): cockpit safety components and systems, locking systems and devices, connectors, audio control systems, specialized sanitary equipment, seat belts and safety devices, interior fittings (seats, display systems, on-board entertainment systems, etc.) lighting systems, parachutes, freight delivery systems, etc. ;
- other (2.7%): non-aeronautical systems and equipment.
At the end of September 2023, the group operated approximately 100 production sites worldwide.
The United States accounts for 64.8% of net sales.
TRANSDIGM GROUP INC. 
