Shareholder Vote

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): March 20, 2020 HEICO CORPORATION (Exact name of registrant as specified in its charter) Florida 001-04604 65-0341002 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 3000 Taft Street , Hollywood , Florida 33021 (Address of Principal Executive Offices) (Zip Code) ( 954 ) 987-4000 (Registrant's telephone number, including area code) (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, $.01 par value per share   HEI   New York Stock Exchange Class A Common Stock, $.01 par value per share   HEI.A   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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 5.07    Submission of Matters to a Vote of Security Holders. HEICO Corporation (the "Company") held its Annual Meeting of Shareholders on Friday, March 20, 2020. The shareholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on January 31, 2020. Only holders of record of HEICO Common Stock, $0.01 par value per share (“Common Stock”), and Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), as of the close of business on January 24, 2020 (the record date) were entitled to vote at the Annual Meeting. On that date, there were outstanding 54,142,746 shares of Common Stock, each entitled to one vote, and 80,444,407 shares of Class A Common Stock, each entitled to 1/10th vote per share. Proposal 1:    Proposal to Elect Directors The Company’s shareholders elected all nine director nominees to serve until the next annual meeting of shareholders or until a successor is elected and qualified. The result of the vote is set forth in the table below: Director   For   Withheld   Broker Non-Votes               Thomas M. Culligan   45,220,280   157,511   11,149,125 Adolfo Henriques   45,219,427   158,364   11,149,125 Mark H. Hildebrandt   33,656,635   11,721,156   11,149,125 Eric A. Mendelson   42,980,770   2,397,021   11,149,125 Laurans A. Mendelson   43,450,320   1,927,471   11,149,125 Victor H. Mendelson   42,987,518   2,390,273   11,149,125 Julie Neitzel   45,236,808   140,983   11,149,125 Dr. Alan Schriesheim   36,398,888   8,978,903   11,149,125 Frank J. Schwitter   44,603,302   774,489   11,149,125 Proposal 2:    Advisory Vote on Executive Compensation The Company’s shareholders held a non-binding, advisory vote on executive compensation. The result of the vote is set forth in the table below: For   Against   Abstain   Broker Non-Votes               42,728,764   2,417,118   231,909   11,149,125 Proposal 3:    Ratification of Independent Registered Public Accounting Firm The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2020. The result of the vote is set forth in the table below: For   Against   Abstain           55,569,010   842,287   115,619 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.     HEICO CORPORATION         Date: March 24, 2020 By: /s/ CARLOS L. MACAU, JR.       Carlos L. Macau, Jr. Executive Vice President - Chief Financial Officer and Treasurer