トライアンフグループの適時開示・重要契約・その他

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): May 1, 2024

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

    Delaware

    1-12235

    51-0347963

    (State or other jurisdiction of
incorporation)

    (Commission File Number)

    (IRS Employer Identification
No.)


555 E Lancaster Avenue, Suite 400
Radnor, Pennsylvania		19087
(Address of principal executive offices)		(Zip Code)

(610) 251-1000

(Registrant's telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):


☐	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 $.001 per share	TGI	New York Stock Exchange
Purchase Rights		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 1.01 Entry into a Material Definitive Agreement.

As previously announced, on May 30, 2023, Triumph Group, Inc. (the “Company”) entered into a cooperation agreement (the “Agreement”) with Vision One Management Partners, LP (“Vision One”). On May 1, 2024, the Company and Vision One entered into an amendment to the Agreement (the “Amendment”).

Pursuant to the terms of the Amendment, the slate of director nominees recommended by the Board of Directors of the Company (the "Board") for election at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) will include Courtney R. Mather in addition to eight nominees selected by the Company in its sole discretion.

Pursuant to the Agreement, until the date pursuant to which stockholder nominations for director elections are permitted pursuant to the Company’s Amended and Restated Bylaws with respect to the 2025 annual meeting of stockholders, Vision One has agreed to customary confidentiality, standstill, voting and other obligations, including supporting each director nominated and recommended by the Board for election at the 2024 Annual Meeting.

The Company has also extended the appointment of Julio C. Acero, an Investment Analyst of Vision One, as an observer on the Board until the Company’s 2025 annual meeting of stockholders.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Amendment to Cooperation Agreement, dated as of May 1, 2024, between Triumph Group, Inc. and Vision One Management Partners, LP*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules (as similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request

Forward-Looking Statements

Statements in this release which are not historical facts are forward-looking statements within the meaning of the federal securities laws. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),” “plan(s),” “may,” “will,” “would,” “could,” “should,” “seek(s),” “forecast(s),” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are not guarantees of future performance, condition or results, and involve risks and uncertainties which could affect the Company's actual results and could cause its actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company's reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended March 31, 2023 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2023, September 30, 2023, and December 31, 2023.

Important Additional Information and Where to Find It

The Company plans to file proxy materials with the SEC in connection with the solicitation of proxies for the 2024 Annual Meeting. Prior to the 2024 Annual Meeting, the Company will file a definitive proxy statement (the “Proxy Statement”) together with a proxy card. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of the Proxy Statement, any amendments or supplements thereto and any other documents (including the proxy card) when filed by the Company with the SEC in connection with the 2024 Annual Meeting at the SEC’s website http://www.sec.gov or at the Company’s website https://ir.triumphgroup.com.

Certain Information Regarding Participants

The Company, its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2024 Annual Meeting. Additional information regarding the identity of these potential participants, none of whom, other than Daniel J. Crowley, own in excess of one percent (1%) of the Company’s shares, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the 2024 Annual Meeting.

Information relating to the foregoing can also be found in the Company’s definitive proxy statement for its 2023 annual meeting of stockholders (the “2023 Proxy Statement”), filed with the SEC on June 9, 2023 . To the extent holdings of the Company’s securities by such potential participants (or the identity of such participants) have changed since the information printed in the 2023 Proxy Statement, such information has been or will be reflected on Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above.

SIGNATURE

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.


Date:	May 1, 2024	TRIUMPH GROUP, INC.

		By:	/s/ Jennifer H. Allen
			Jennifer H. Allen
			Chief Administrative Officer and Senior Vice President, General Counsel and Secretary

EX-10.1 2 tgi-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

Amendment to Cooperation Agreement

This Amendment (this “Amendment”) to the Cooperation Agreement (the “Cooperation Agreement”), dated as of May 30, 2023, by and between Triumph Group, Inc., a Delaware corporation (the “Company”), and Vision One Fund, LP, a Cayman Islands exempted limited partnership, on behalf of the entities listed on Schedule A (Vision One Fund, LP, together with such entities listed on Schedule A, the “Stockholder”), is entered into as of May 1, 2024. The Company and the Stockholder are sometimes together referred to herein as the “Parties,” and each, a “Party.”

WHEREAS, the Company and the Stockholder wish to amend the Cooperation Agreement on the terms and conditions set forth in this Amendment to extend the term thereof.

NOW, THEREFORE, the Parties agree as follows:

1. Amendments to the Cooperation Agreement. The Cooperation Agreement is amended by:

(a)

amending and restating Section 1(b) to read in its entirety as follows:

2024 Annual Meeting Nominees. The Company agrees that the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) shall include only nine (9) directors consisting of (i) the New Director and (ii) eight (8) additional nominees who shall be selected by the Company in its sole discretion. The Company shall list the New Director and the other nominees selected by the Board in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and recommend that the Company’s stockholders vote in favor of the election of the nominees and otherwise support the nominees.

(b)

amending and restating Section 1(c) to read in its entirety as follows:

Size of Board. Following the 2024 Annual Meeting and until the Expiration Date (as defined below), the size of the Board shall not exceed nine (9) directors unless (A) the Stockholder shall have consented in writing (such consent not to be unreasonably withheld, conditioned or delayed) and (B) the increase in the size of the Board is unanimously approved by all members of the Board other than the New Director.

(c)

amending Section 1(d) to replace the reference to Mr. Acero’s questionnaire submitted to the Company on April 12, 2023 with a reference to Mr. Acero’s questionnaire submitted to the Company on April 26, 2024.

(d)

amending Section 1(e) to replace:

(i)

the reference to the 2023 Annual Meeting with a reference to the 2024 Annual Meeting and

(ii)

the reference to Mr. Acero’s questionnaire submitted to the Company on April 12, 2023 with a reference to Mr. Acero’s questionnaire submitted to the Company on April 26, 2024.

(e)

amending and restating Section 1(j) to read in its entirety as follows:

Observer Agreement

. Concurrently with the execution of this Agreement, the Company, the Stockholder and Julio C. Acero (the “Observer Parties”) are entering into an Amendment to Board Observer Agreement in the form attached hereto as Exhibit B (the Board Observer Agreement, dated as of May 30, 3023, among the Observer Parties, as so amended, is referred to as the “Observer Agreement”), pursuant to which, among other things, such parties are agreeing that, commencing on the date hereof until the Company’s 2025 annual meeting of stockholders, Mr. Acero shall serve as an observer on the Board, pursuant to the terms of the Observer Agreement. The Stockholder shall have the ability to replace Mr. Acero as the observer to the Board with a substitute person designated by the Stockholder who is reasonably acceptable to the Board, which acceptance shall not be unreasonably withheld, conditioned or delayed; provided that any such substitute observer shall enter into an observer agreement, in substantially the same form as the Observer Agreement, and a confidentiality agreement, in substantially the same form as the Confidentiality Agreement, prior to his or her appointment as an observer.

(f)

amending Section 2 to replace:

(i)

the reference to the 2024 annual meeting of stockholders in the definition of Expiration Date with a reference to the 2025 annual meeting of stockholders and

(ii)

the reference to the 2023 Annual Meeting in Section 2(b) with a reference to the 2024 Annual Meeting.

(g)

amending and restating Section 3(c) to read in its entirety as follows:

The Company agrees that the Board shall take all necessary actions to hold the 2024 Annual Meeting on a date that is within 30 days before or after the date that is the one-year anniversary of the Company’s 2023 annual meeting of stockholders (i.e., within 30 days before or after July 20, 2024). Once the date for the 2024 Annual Meeting has been established and disclosed by the Company, except to the extent required by applicable law, any court of competent jurisdiction, or any governmental or regulatory body, including the SEC and the NYSE, the Company shall not change the date for the 2024 Annual Meeting without the written consent of the Stockholder (such consent not to be unreasonably withheld, conditioned or delayed); provided, for the avoidance of doubt, that the Company may adjourn and postpone the 2024 Annual Meeting for the purpose of meeting any requisite quorum requirement.

(h)

amending and restating Section 3(d) to read in its entirety as follows:

No later than the earliest date pursuant to which stockholder nominations for director elections are permitted pursuant to the Bylaws with respect to the 2025 annual meeting of stockholders, the Company shall provide notice to the Stockholder, the New Director and/or any Replacement Director or Substitute Director, as applicable, if the Company does not plan to include such director(s) in its slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the Company’s 2025 annual meeting of stockholders.

(i)

Removing Section 4(a)-(b) in their entirety, retitling Section 4 from “Press Release; Public Filings; Non-Disparagement” to “Non-Disparagement” and renumbering Section 4(c) as Section 4.

(j)

Removing Section 9 in its entirety.

2. Public Filings.. The Parties agree that following the execution and delivery of this Amendment by the Parties, the Company will file with the SEC a Current Report on Form 8-K in respect of this Amendment, and, prior to the filing thereof, the Company shall provide the Stockholder and its counsel a reasonable opportunity to review and comment on such Form 8-K.

3. Entire Agreement; Amendment. This Amendment, together with the Cooperation Agreement, including exhibits and schedules attached to thereto, contains the entire understanding of the Parties with respect to the subject matter hereof. This Amendment may be amended only by an agreement in writing executed by the Parties, and no waiver of compliance with any provision or condition of this Amendment and no consent provided for in this Amendment shall be effective unless evidenced by a written instrument executed by the Party against whom such waiver or consent is to be effective. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

4. Reference to the Cooperation Agreement. From and after the date of this Amendment, each reference in each of the Cooperation Agreement, the Observer Agreement and the Confidentiality Agreement, dated as of May 30, 2023, by and among the Company, the Stockholder, Courtney R. Mather and Julio C. Acero to “this Cooperation Agreement,” “hereunder,” “hereof,” “herein,” or words of similar meaning referring to the Cooperation Agreement, mean and are a reference to the Cooperation Agreement as amended by this Amendment.

5. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute the same agreement. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (.pdf) form or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. For the avoidance of doubt, no Party shall be bound by any contractual obligation to the other party until all counterparts to this Amendment have been duly executed by each of the Parties and delivered to the other Party (including by means of electronic delivery).

6. No Other Modification. Except as expressly amended by the terms of this Amendment, all other terms of the Cooperation Agreement remain unchanged and in full force and effect.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.

TRIUMPH GROUP, INC.

By: /s/ Jennifer H. Allen
Name: Jennifer H. Allen
Title: CAO, SVP, GC & Secretary

VISION ONE FUND, LP

By: /s/ Courtney R. Mather
Name: Courtney R. Mather
Title: CEO/CIO of Vision One

Management Partners, LP

Investment Advisor to Vision

One Fund, LP

[Signature Page to Amendment to Cooperation Agreement]