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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/07/24 Hexcel Corp./DE 10-K 12/31/23 125:20M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.12M
2: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 41K
3: EX-4.6 Instrument Defining the Rights of Security Holders HTML 50K
4: EX-10.18 Material Contract HTML 82K
5: EX-10.19 Material Contract HTML 105K
6: EX-10.31 Material Contract HTML 97K
7: EX-10.38 Material Contract HTML 66K
8: EX-10.39 Material Contract HTML 68K
9: EX-10.40 Material Contract HTML 68K
10: EX-21 Subsidiaries List HTML 43K
11: EX-23.1 Consent of Expert or Counsel HTML 39K
15: EX-97 Clawback Policy re: Recovery of Erroneously HTML 61K
Awarded Compensation
12: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
14: EX-32 Certification -- §906 - SOA'02 HTML 39K
17: R1 Document and Entity Information HTML 109K
18: R2 Consolidated Balance Sheets HTML 149K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
20: R4 Consolidated Statements of Operations HTML 105K
21: R5 Consolidated Statements of Comprehensive Income HTML 55K
(Loss)
22: R6 Consolidated Statements of Stockholders' Equity HTML 65K
23: R7 Consolidated Statements of Stockholders' Equity HTML 37K
(Parenthetical)
24: R8 Consolidated Statements of Cash Flows HTML 137K
25: R9 Insider Trading Arrangements HTML 60K
26: R10 Significant Accounting Policies HTML 87K
27: R11 Inventories HTML 49K
28: R12 Accounts Receivable HTML 48K
29: R13 Net Property, Plant and Equipment HTML 63K
30: R14 Goodwill and Purchased Intangible Assets HTML 79K
31: R15 Debt HTML 90K
32: R16 Leases HTML 86K
33: R17 Retirement and Other Postretirement Benefit Plans HTML 610K
34: R18 Income Taxes HTML 232K
35: R19 Capital Stock HTML 75K
36: R20 Revenue HTML 89K
37: R21 Restructuring HTML 132K
38: R22 Stock-Based Compensation HTML 228K
39: R23 Net Income Per Common Share HTML 81K
40: R24 Derivative Financial Instruments HTML 119K
41: R25 Commitments and Contingencies HTML 92K
42: R26 Accumulated Other Comprehensive Loss HTML 138K
43: R27 Segment Information HTML 280K
44: R28 Fair Value Measurements HTML 47K
45: R29 Significant Accounting Policies (Policies) HTML 134K
46: R30 Inventories (Tables) HTML 50K
47: R31 Accounts Receivable (Tables) HTML 48K
48: R32 Net Property, Plant and Equipment (Tables) HTML 58K
49: R33 Goodwill and Purchased Intangible Assets (Tables) HTML 77K
50: R34 Debt (Tables) HTML 68K
51: R35 Leases (Tables) HTML 82K
52: R36 Retirement and Other Postretirement Benefit Plans HTML 584K
(Tables)
53: R37 Income Taxes (Tables) HTML 221K
54: R38 Capital Stock (Tables) HTML 65K
55: R39 Revenue (Tables) HTML 84K
56: R40 Restructuring (Tables) HTML 129K
57: R41 Stock-Based Compensation (Tables) HTML 219K
58: R42 Net Income Per Common Share (Tables) HTML 80K
59: R43 Derivative Financial Instruments (Tables) HTML 100K
60: R44 Commitments and Contingencies (Tables) HTML 76K
61: R45 Accumulated Other Comprehensive Loss (Tables) HTML 138K
62: R46 Segment Information (Tables) HTML 275K
63: R47 Significant Accounting Policies - Additional HTML 80K
Information (Details)
64: R48 Inventories - Schedule of Inventories (Details) HTML 45K
65: R49 Accounts Receivable - Schedule of Accounts HTML 42K
Receivable (Details)
66: R50 Net Property, Plant and Equipment - Schedule of HTML 54K
Property, Plant and Equipment (Details)
67: R51 Net Property, Plant and Equipment - Additional HTML 41K
Information (Details)
68: R52 Goodwill and Purchased Intangible Assets - HTML 54K
Additional Information (Details)
69: R53 Goodwill and Purchased Intangible Assets - HTML 49K
Schedule of Gross Goodwill and Other Purchased
Intangible Assets (Details)
70: R54 Goodwill and Purchased Intangible Assets - HTML 51K
Schedule of Amortization Related to Definite Lived
Intangible Assets (Details)
71: R55 Debt - Schedule of Debt and Capital Lease HTML 70K
Obligations (Details)
72: R56 Debt - Schedule of Debt and Capital Lease HTML 54K
Obligations (Parenthetical) (Details)
73: R57 Debt - Additional Information (Details) HTML 116K
74: R58 Leases - Additional Information - (Details) HTML 57K
75: R59 Leases - Schedule of Future Undiscounted Cash HTML 54K
Payments Related to Right of Use Assets (Details)
76: R60 Leases - Schedule of Lease-related Assets and HTML 69K
Liabilities (Details)
77: R61 Retirement and Other Postretirement Benefit Plans HTML 138K
- Additional Information (Details)
78: R62 Retirement and Other Postretirement Benefit Plans HTML 46K
- Schedule of Net Periodic Pension Expenses
(Details)
79: R63 Retirement and Other Postretirement Benefit Plans HTML 64K
- Schedule of Net Periodic Cost of Defined Benefit
Retirement and Postretirement Plans (Details)
80: R64 Retirement and Other Postretirement Benefit Plans HTML 57K
- Schedule of Other Changes in Plan Assets and
Benefit Obligations Recognized in Other
Comprehensive Income Loss (Details)
81: R65 Retirement and Other Postretirement Benefit Plans HTML 124K
- Schedule of Benefit Obligation, Fair Value of
Plan Assets, Funded Status and Amounts Recognized
in the Consolidated Financial Statements (Details)
82: R66 Retirement and Other Postretirement Benefit Plans HTML 59K
- Schedule of Expected Benefit Payments for the
Plan (Details)
83: R67 Retirement and Other Postretirement Benefit Plans HTML 70K
- Schedule of Pension Assets Measured at Fair
Value (Details)
84: R68 Retirement and Other Postretirement Benefit Plans HTML 53K
- Schedule of Actual Allocations for the Pension
Assets and Target Allocations by Asset Class
(Details)
85: R69 Retirement and Other Postretirement Benefit Plans HTML 56K
- Schedule of Assumptions Used to Estimate the
Actuarial Value of Benefit Obligations (Details)
86: R70 Retirement and Other Postretirement Benefit Plans HTML 44K
- Schedule of Impact of One-Percentage-Point
Change in Expected Long-term Rate of Return and
Discount Rate on Pension Expense and Retirement
Obligation (Details)
87: R71 Income Taxes - Schedule of Income Taxes and HTML 68K
Provision for Income Taxes (Details)
88: R72 Income Taxes - Additional Information (Details) HTML 81K
89: R73 Income Taxes - Schedule of a Reconciliation of the HTML 65K
Provision for Income Taxes at the U.S. Federal
Statutory Income Tax Rate to the Actual Income Tax
Provision (Details)
90: R74 Income Taxes - Schedule of Deferred Income Taxes HTML 76K
(Details)
91: R75 Income Taxes - Schedule of Classification of HTML 42K
Deferred Tax Assets and Deferred Tax Liabilities
in Consolidated Balance Sheets (Details)
92: R76 Income Taxes - Schedule of Unrecognized Tax HTML 45K
Benefits (Details)
93: R77 Capital Stock - Schedule of Common Stock HTML 50K
Outstanding (Details)
94: R78 Capital Stock - Additional Information (Details) HTML 54K
95: R79 Revenue - Additional Information (Details) HTML 37K
96: R80 Revenue - Schedule of Revenue by Market (Details) HTML 51K
97: R81 Revenue - Schedule of Activity Related to Contract HTML 46K
Assets (Details)
98: R82 Restructuring - Additional Information (Details) HTML 43K
99: R83 Restructuring - Schedule of Restructuring HTML 57K
(Details)
100: R84 Stock-Based Compensation - Schedule of Stock-Based HTML 57K
Compensation Expense by Type of Award (Details)
101: R85 Stock-Based Compensation - Additional Information HTML 105K
(Details)
102: R86 Stock-Based Compensation - Summary of Option HTML 64K
Activity (Details)
103: R87 Stock-Based Compensation - Schedule of Other Stock HTML 52K
Option Statistics (Details)
104: R88 Stock-Based Compensation - Schedule of Other Stock HTML 50K
Option Statistics (Parenthetical) (Details)
105: R89 Stock-Based Compensation - Schedule of Assumptions HTML 48K
Used in Determining the Estimated the Fair Value
of Stock Options (Details)
106: R90 Stock-Based Compensation - Summary of the HTML 55K
Company's Service Based RSU Activity (Details)
107: R91 Stock-Based Compensation - Summary of the HTML 60K
Company's PRSU Activity (Details)
108: R92 Net Income Per Common Share - Summary of Earnings HTML 71K
Per Share Basic and Diluted (Details)
109: R93 Derivative Financial Instruments - Additional HTML 116K
Information (Details)
110: R94 Derivative Financial Instruments - Schedule of HTML 71K
Fair Values of Outstanding Financial Instruments
(Details)
111: R95 Derivative Financial Instruments - Schedule of HTML 52K
Change in Fair Value of Foreign Currency Forward
Exchange Contracts Under Hedge Designations
(Details)
112: R96 Commitments and Contingencies - Additional HTML 90K
Information (Details)
113: R97 Commitments and Contingencies - Schedule of HTML 44K
Environmental Remediation Reserve Activity
(Details)
114: R98 Commitments and Contingencies - Schedule of HTML 42K
Product Warranty (Details)
115: R99 Accumulated Other Comprehensive Loss - Schedule of HTML 67K
Components of Accumulated Other Comprehensive Loss
(Details)
116: R100 Accumulated Other Comprehensive Loss - Schedule of HTML 61K
Unrecognized Net Defined Benefit and
Postretirement Plan Costs (Details)
117: R101 Segment Information - Additional Information HTML 47K
(Details)
118: R102 Segment Information - Schedule of Operating HTML 90K
Segment Reporting Information (Details)
119: R103 Segment Information - Schedule of Net Sales and HTML 82K
Long-Lived Assets, by Geographic Area (Details)
120: R104 Fair Value Measurements - Additional Information HTML 58K
(Details)
122: XML IDEA XML File -- Filing Summary XML 231K
125: XML XBRL Instance -- hxl-20231231_htm XML 5.86M
121: EXCEL IDEA Workbook of Financial Report Info XLSX 239K
16: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 5.92M
Linkbases Document -- hxl-20231231
123: JSON XBRL Instance as JSON Data -- MetaLinks 837± 1.35M
124: ZIP XBRL Zipped Folder -- 0000950170-24-012245-xbrl Zip 741K
| EX-3.5 |
Exhibit 3.5
CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
HEXCEL CORPORATION
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
Hexcel Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
FIRST: Pursuant to the authority granted to the Board of Directors of the Corporation (the “Board”) pursuant to the Corporation’s Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and Section 151(g) of the DGCL, the Board previously authorized the issuance of, and established, the designations, powers, preferences and relative and other special rights and the qualifications, limitations and restrictions of 2,000,000 shares of Series A Junior Participating Preferred Stock, without par value (the “Series A Preferred Stock”), as evidenced by the Certificate of Designations of Series A Junior Participating Preferred Stock filed with the Secretary of State of the State of Delaware on April 6, 2020 (the “Certificate of Designation”).
SECOND: None of the authorized shares of Series A Preferred Stock are outstanding and none will be issued pursuant to the Certificate of Designation governing such Series A Preferred Stock.
THIRD: The Board has duly adopted the following resolutions approving the elimination of the Series A Preferred Stock, which resolutions remain in full force and effect as of the date hereof
RESOLVED, that none of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued pursuant to the Certificate of Incorporation;
FURTHER RESOLVED, that any executive officer of the Corporation (the “Authorized Officers”) be, and each of them hereby is, empowered, authorized and directed, in the name and on behalf of the Corporation, to execute and file a Certificate of Elimination with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the DGCL, substantially in the form provided to the Board, setting forth a copy of these resolutions (the “Certificate of Elimination”);
FURTHER RESOLVED, that when the Certificate of Elimination setting forth these resolutions becomes effective, it shall have the effect of eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock and all of the shares that were designated as Series A Preferred Stock shall be returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series; and
FURTHER RESOLVED, that the Authorized Officers be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take all other actions and to execute and deliver such other documents, in addition to those set forth in the foregoing resolutions, as they may deem necessary or advisable in order to effect the purposes of the foregoing resolutions, and that all such actions heretofore so taken be, and they hereby are, in all respects ratified, confirmed and approved.
FOURTH: Pursuant to the provisions of Section 151(g) of the DGCL, all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock are hereby eliminated from the Certificate of Incorporation, and the shares that were designated as Series A Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.
[signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by its duly authorized officer on this 7th day of February, 2024.
HEXCEL CORPORATION
By: /s/ Gail E. Lehman
Name: Gail E. Lehman
Title: Executive Vice President, General Counsel & Secretary
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/7/24 | |||
| For Period end: | 12/31/23 | |||
| 4/6/20 | 8-A12B, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Hexcel Corp./DE S-3ASR 3/22/24 5:536K Command Financial |