TGI » Topics » SCHEDULE 14A

This excerpt taken from the TGI DEFA14A filed Jul 7, 2008.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

ý

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

Triumph Group, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        

    (2)   Aggregate number of securities to which transaction applies:
        

    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        

    (4)   Proposed maximum aggregate value of transaction:
        

    (5)   Total fee paid:
        


o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        

    (2)   Form, Schedule or Registration Statement No.:
        

    (3)   Filing Party:
        

    (4)   Date Filed:
        


Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000


Supplemental Proxy Materials
for Annual Meeting of Stockholders
to be held on July 24, 2008


        As previously disclosed in a Current Report on Form 8-K filed by Triumph Group, Inc. (the "Company") on June 30, 2008, William O. Albertini, a member of the Company's board of directors, passed away unexpectedly on Saturday, June 28, 2008. Mr. Albertini had served as a director since 1999 and chaired the board's audit committee. He also served on the board's nominating and corporate governance committee and the finance committee.

        As a result of Mr. Albertini's death, stockholders will be electing four directors at the meeting, with the nominees being Messrs. Ill, Gozon, Kronk and Simpson. Information regarding the nominees may be found in the Company's proxy statement dated June 24, 2008. In accordance with the Company's bylaws, the Company's Board of Directors will fill the vacancy on the board resulting from Mr. Albertini's death as soon as practicable.

        If you have already voted by proxy, you need not execute a new proxy, and your vote with respect to the election of all of the directors except Mr. Albertini will be counted as you have indicated on your proxy. If you have not yet voted or wish to execute a new proxy, please complete and sign the enclosed proxy.

        Also as a result of Mr. Albertini's death, the Company's Board of Directors has changed the composition of its committees from that disclosed in the Company's proxy statement dated June 24, 2008. The current committee members are as follows:

        The Audit Committee consists of Messrs. Gozon (Chairman), Kronk, Simpson and Stinson. The board has determined that Mr. Gozon is an "audit committee financial expert" and is independent as independence for audit committee members is defined in the listing standards of the New York Stock Exchange and the Company's Independence Standards for Directors.

        The Compensation and Management Development Committee consists of Messrs. Gozon (Chairman), Kronk and Simpson.

        The Nominating and Corporate Governance Committee consists of Messrs. Kronk (Chairman), Gozon, Simpson and Stinson.

        The Finance Committee consists of Messrs. Ill (Chairman), Simpson and Gozon and David Kornblatt (non-voting member).

  By order of the Board of Directors,

 

/s/  
JOHN B. WRIGHT, II    
John B. Wright, II
Secretary

July 7, 2008
Wayne, Pennsylvania


 

 

c/o National City Bank
Shareholder Services Operations
Locator 5352
P. O. Box 94509
Cleveland, OH 44101-4509

 

This excerpt taken from the TGI DEF 14A filed Jun 24, 2008.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

Triumph Group, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        

    (2)   Aggregate number of securities to which transaction applies:
        

    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        

    (4)   Proposed maximum aggregate value of transaction:
        

    (5)   Total fee paid:
        


o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        

    (2)   Form, Schedule or Registration Statement No.:
        

    (3)   Filing Party:
        

    (4)   Date Filed:
        



Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000

Notice of Annual Meeting of Stockholders
To Be Held on July 24, 2008

To the holders of shares of common stock:

        You are invited to be present either in person or by proxy at the annual meeting of stockholders of Triumph Group, Inc. to be held in the SoHo/Tribeca Room at the Millennium Hilton at 55 Church Street, New York, New York 10007, on Thursday, July 24, 2008, beginning at 9:00 a.m., local time, for the following purposes:

    1.
    To elect all five directors for the coming year;

    2.
    To approve an amendment to Triumph Group, Inc.'s Amended and Restated Certificate of Incorporation to, among other things, increase our authorized shares of common stock from 50,000,000 to 100,000,000 shares;

    3.
    To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2009; and

    4.
    To transact any other business as may properly come before the meeting or any postponements or adjournments.

        Management currently knows of no other business to be presented at the meeting. If any other matters come before the meeting, the persons named in the enclosed proxy will vote with their judgment on those matters.

        If you plan to attend the 2008 Annual Meeting of Stockholders and require directions to the Millennium Hilton at 55 Church Street, New York, New York 10007, please contact Sheila G. Spagnolo at (610) 251-1000.

        The Board of Directors has fixed the close of business on May 30, 2008, as the record date for determining stockholders entitled to notice of and to vote at the meeting and any adjournments. To make sure that your vote is counted, please complete, date and sign the enclosed proxy and return it promptly in the enclosed envelope, whether or not you plan to attend the meeting in person. A self-addressed, postage paid envelope is enclosed for your convenience. If you do attend the meeting, you may then withdraw your proxy and vote your shares in person. In any event, you may revoke your proxy prior to its exercise. Shares represented by proxies which are returned properly signed but unmarked will be voted in favor of proposals made by us.

    By order of the Board of Directors,

 

 

GRAPHIC
    John B. Wright, II
Secretary
June 24, 2008
Wayne, Pennsylvania
   

Your vote is important

        Please fill in, date and sign the accompanying proxy and return it promptly in the enclosed envelope, whether or not you plan to attend the meeting. No postage is necessary if the envelope is mailed in the United States.


This excerpt taken from the TGI DEF 14A filed Jun 15, 2005.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

Triumph Group, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        

    (2)   Aggregate number of securities to which transaction applies:
        

    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        

    (4)   Proposed maximum aggregate value of transaction:
        

    (5)   Total fee paid:
        


o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        

    (2)   Form, Schedule or Registration Statement No.:
        

    (3)   Filing Party:
        

    (4)   Date Filed:
        


 

 

 

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000

Notice of Annual Meeting of Stockholders
To Be Held on July 27, 2005

To the holders of shares of common stock:

        You are invited to be present either in person or by proxy at the annual meeting of stockholders of Triumph Group, Inc. to be held at Triumph's principal executive offices at 1550 Liberty Ridge Drive, Suite 100, Wayne, Pennsylvania 19087, on Wednesday, July 27, 2005, beginning at 9:00 a.m., local time, for the following purposes:

    1.
    To elect all seven directors for the coming year;

    2.
    To ratify the selection of Ernst & Young LLP as Triumph's independent auditors for the fiscal year ending March 31, 2006;

    3.
    To amend Triumph's Directors' Stock Option Plan (the "Directors' Plan") to increase the number of shares of common stock available for grants under the Directors' Plan by 75,000 shares;

    4.
    To amend the Directors' Plan to increase the limitation on the annual grant to each non-employee director of stock options to purchase shares of common stock to 2,500 shares;

    5.
    To amend the Directors' Plan to increase the period of time after a participant ceases to be a member of the Board for any reason other than death or disability before options granted under the Directors' Plan terminate from 30 days to 90 days;

    6.
    To amend the Directors' Plan to require stockholder approval for a "material revision" to the Directors' Plan pursuant to the applicable stock exchange listing rules; and

    7.
    To transact any other business as may properly come before the meeting or any postponements or adjournments.

        Management currently knows of no other business to be presented at the meeting. If any other matters come before the meeting, the persons named in the enclosed proxy will vote with their judgment on those matters.

        The Board of Directors has fixed the close of business on May 31, 2005, as the record date for determining stockholders entitled to notice of and to vote at the meeting and any adjournments. To make sure that your vote is counted, please complete, date and sign the enclosed proxy and return it promptly in the enclosed envelope, whether or not you plan to attend the meeting in person. A self-addressed, postage paid envelope is enclosed for your convenience. If you do attend the meeting, you may then withdraw your proxy and vote your shares in person. In any event, you may revoke your proxy prior to its exercise. Shares represented by proxies which are returned properly signed but unmarked will be voted in favor of proposals made by Triumph.

    By order of the Board of Directors,

 

 

GRAPHIC
John B. Wright, II
Secretary

June 21, 2005
Wayne, Pennsylvania

Your vote is important

         Please fill in, date and sign the accompanying proxy and return it promptly in the enclosed envelope, whether or not you plan to attend the meeting. No postage is necessary if the envelope is mailed in the United States.


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