B/E Aerospace, Inc. (“B/E” or the “Company”)
(NASDAQ:BEAV) announced today that the Board of Directors (the “Board”)
of the Company has determined to postpone the Company’s 2014 Annual
Meeting of Stockholders (the “Annual Meeting”),
which was originally scheduled to be held at 10:30 a.m. Eastern Time on
Thursday, July 24, 2014.
The Company has determined to postpone the Annual Meeting in order to
allow the Board and the Company’s management to further evaluate the
Company’s strategic alternatives. As announced on May 4, 2014, the
Company is exploring strategic alternatives which could include, amongst
others, a possible spin-off or other separation of selected businesses
within the Company, a merger, or other strategic transactions involving
the Company or its businesses.
The Company will announce the new date and time of the Annual Meeting
once a final determination has been made and will file an amended proxy
statement and related proxy materials with the Securities and Exchange
Commission (“SEC”) at such time. As a
result of this postponement, none of the proposals set forth in the
Company’s definitive proxy statement on Schedule 14A filed with the SEC
on April 30, 2014 are being submitted for consideration by the Company’s
stockholders at this time, and the Company is not contemplating
soliciting any proxies for the Annual Meeting until such time as the
amended proxy materials are distributed to the Company’s stockholders.
Because of the postponement of the Annual Meeting, the due dates for the
provision of any qualified stockholder proposal under the rules of the
SEC or qualified stockholder nominations or other proposals under the
By-Laws described in the Company’s 2013 Definitive Proxy Statement will
no longer be applicable. Once a final determination of the new date and
time of the Annual Meeting has been made, the Company will notify
stockholders of the new meeting date and the due date by which any
qualified stockholder proposals or stockholder nominations should be
submitted.
Additional Information for Shareholders
In connection with the Company’s 2014 Annual Meeting of Stockholders,
B/E Aerospace, Inc. has filed a proxy statement with the SEC, which has
not yet been disseminated to stockholders. The proxy statement is
publicly available at the SEC’s web site at www.sec.gov.
Once a final determination of the new date and time of the Annual
Meeting has been made, an amended version of the proxy statement will be
filed with the SEC and mailed to stockholders. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE AMENDED PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the amended proxy statement
(when available) and other documents filed by B/E Aerospace, Inc. at the
SEC’s web site at www.sec.gov.
The amended proxy statement and such other documents may also be
obtained for free from B/E Aerospace, Inc. by directing such request to
B/E Aerospace, Inc., 1400 Corporate Center Way, Wellington, FL
33414-2105, Attention: Investor Relations, Telephone: 561-791-5000, or
from B/E Aerospace, Inc.’s website, located at www.beaerospace.com.
Participants in the Solicitation
B/E Aerospace, Inc. and its directors, executive officers and other
members of its management and employees may be deemed to be participants
in the solicitation of proxies from its stockholders in connection with
the 2014 Annual Meeting of Stockholders. Information concerning the
interests of B/E Aerospace, Inc.’s participants in the solicitation is
set forth in B/E Aerospace, Inc.’s proxy statements and Annual Reports
on Form 10-K previously filed with the SEC, including the definitive
proxy statement filed with SEC on April 30, 2014.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve risks and uncertainties. The Company’s actual
experience and results may differ materially from the experience and
results anticipated in such statements. Factors that might cause such a
difference include those discussed in the Company’s filings with the
Securities and Exchange Commission (SEC), which include its Proxy
Statement, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K. For more information, see the section
entitled “Forward-Looking Statements” contained in the Company’s Annual
Report on Form 10-K and in other filings. The forward-looking statements
included in this release are made only as of the date of this release
and, except as required by federal securities laws and rules and
regulations of the SEC, the Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
About B/E Aerospace, Inc.
B/E Aerospace is the world’s leading manufacturer of aircraft cabin
interior products and the world’s leading provider of aerospace
fasteners, consumables and logistics services. B/E Aerospace designs,
develops and manufactures a broad range of products for both commercial
aircraft and business jets. B/E Aerospace manufactured products include
aircraft cabin seating, lighting systems, oxygen systems, food and
beverage preparation and storage equipment, galley systems, and modular
lavatory systems. The Company also provides cabin interior
reconfiguration, program management and certification services. The
Company provides aerospace fasteners, consumables and logistics services
as well as oilfield services and associated rental equipment. B/E
Aerospace sells and supports its products through its own global direct
sales and product support organization. For more information, visit the
B/E Aerospace website at www.beaerospace.com.
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