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8-K

Belden Inc. (BDC)

8-K 2022-05-26 For: 2022-05-25
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 25, 2022

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

_____________________

Delaware 001-12561 36-3601505
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

1 North Brentwood Boulevard, 15th Floor

St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this 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, $0.01 par value BDC 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 5.07. Submission of Matters to a Vote of Security Holders.

On May 25, 2022, the Belden Inc. (the “Company”) held its regular Annual Meeting of Stockholders. The stockholders considered three proposals. The results of the voting were as follows:

Proposal 1: Election of Nine Directors for a One-Year Term.

Shares Voted For Shares Voted Against Abstained Broker Non-Votes
David Aldrich 40,196,617 1,377,897 17,311 682,663
Lance C. Balk 40,326,680 1,247,719 17,426 682,663
Steven W. Berglund 41,141,649 432,197 17,979 682,663
Diane D. Brink 40,929,975 645,754 16,096 682,663
Judy L. Brown 40,541,944 1,033,784 16,097 682,663
Nancy Calderon 41,126,553 449,048 16,224 682,663
Jonathan C. Klein 40,785,515 788,543 17,767 682,663
Gregory J. McCray 41,074,863 499,535 17,427 682,663
Roel Vestjens 40,916,977 658,170 16,678 682,663

Proposal 2: Ratification of Ernst & Young as Independent Registered Public Accountant.

For Against Abstain
41,355,080 902,792 16,616

Proposal 3: Advisory Vote on Executive Compensation.

For Against Abstain Broker Non-Votes
40,767,951 804,109 19,765 682,663

SIGNATURES

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.

BELDEN INC.
Date: May 26, 2022 By: /s/ Brian E. Anderson
Brian E. Anderson
Senior Vice President-Legal, General
Counsel and Corporate Secretary