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    Loar Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/5/25 4:30:36 PM ET
    $LOAR
    Military/Government/Technical
    Industrials
    Get the next $LOAR alert in real time by email
    8-K
    0002000178false00020001782025-06-032025-06-03

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): June 03, 2025

     

     

    Loar Holdings Inc.

    (Exact name of Registrant as Specified in Its Charter)

     

     

    Delaware

    001-42030

    82-2665180

    (State or Other Jurisdiction
    of Incorporation)

    (Commission File Number)

    (IRS Employer
    Identification No.)

     

     

     

     

     

    20 New King Street

     

    White Plains, New York

     

    10604

    (Address of Principal Executive Offices)

     

    (Zip Code)

     

    Registrant’s Telephone Number, Including Area Code: 914 909-1311

     

     

    (Former Name or Former Address, if Changed Since Last Report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:


    Title of each class

     

    Trading
    Symbol(s)

     


    Name of each exchange on which registered

    Common stock, par value $0.01 per share

     

    LOAR

     

    New York Stock Exchange

    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 ☒

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     


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

    On June 3, 2025, Loar Holdings Inc. (the "Company") held its Annual Meeting of Shareholders (the "2025 Annual Meeting") at which the Company’ shareholders approved the Company’s Amended and Restated Loar Holdings Inc. 2024 Incentive Plan (the “Amended and Restated Plan”). The Amended and Restated Plan is described in Proposal Three in the Company’s Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting, filed with the Securities and Exchange Commission on April 22, 2025 (“2025 Proxy Statement”). The description of the Amended and Restated Plan contained on pages 25 to 27 of the 2025 Proxy Statement is incorporated herein by reference. A copy of the Amended and Restated Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

    Item 5.07 Submission of Matters to a Vote of Security Holders.

    On June 3, 2025, the Company held the 2025 Annual Meeting. At the 2025 Annual Meeting, Dirkson Charles, Anthony M. Carpenito, Taiwo Danmola and Paul S. Levy were re-elected as directors of the Company. In addition, shareholders ratified the Company's appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Finally, shareholders approved the Amended and Restated Plan.

     

    Proposal 1 - Election of 4 Director Nominees to the Company's Board of Directors:

     

    Nominee

    For

    Withheld

    Broker Non-Votes

    Dirkson Charles

     63,318,075

     1,664,988

    1,384,567

    Anthony M. Carpenito

     60,317,862

     4,665,201

    1,384,567

    Taiwo Danmola

     63,879,244

     1,103,819

    1,384,567

    Paul S. Levy

     60,557,273

     4,425,790

    1,384,567

    Proposal 2 - Ratification of the Appointment of Ernst & Young as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025:

     

    For

    Against

    Abstain

    Broker Non-Votes

    66,292,658

    66,239

    8,733

    0

     

     

    Proposal 3 - Approval of Amended and Restated Loar Holdings Inc. 2024 Equity Incentive Plan:

     

    For

    Against

    Abstain

    Broker Non-Votes

    63,798,041

    1,171,020

    14,002

    1,384,567

    No other matters were brought before shareholders for a vote at the 2025 Annual Meeting.

    Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits.

     

     

     

    Exhibit Number

    Description of Exhibits

     

     

    10.1

    Loar Holdings Inc. Amended and Restated 2024 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 22, 2025).

     

     

    104

    Cover Page Interactive Data File (embedded within the Inline XBRL document).

     


    SIGNATURES

    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.

     

     

     

    Loar Holdings Inc.

     

     

     

     

    Date:

    June 5, 2025

    By:

    /s/ Michael J. Manella

     

     

     

    Michael J. Manella, General Counsel and Secretary

     


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