8-K - GTES - Equibles

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): June 17, 2021

Gates Industrial Corporation plc

(Exact Name of Registrant as Specified in its Charter)

England and Wales	001-38366	98-1395184
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

1144 Fifteenth Street, Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

(303) 744-1911

(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:

☐	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
Ordinary Shares, $0.01 par value per share	GTES	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 June 17, 2021, Gates Industrial Corporation plc (the “Company”) held its 2021 annual general meeting of shareholders (the “AGM”). At the AGM, the Company’s shareholders voted on and approved each of the resolutions presented in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2021. The final number of votes cast for and against, and the final number of abstention votes and broker non-votes, with respect to each matter voted upon by the shareholders were as follows:

Resolution 1: To elect nine director nominees:

Nominee	For	Against	Abstain	Broker Non-Vote
James W. Ireland, III	279,805,943	1,382,189	79,441	2,735,170
Ivo Jurek	280,571,627	619,944	76,002	2,735,170
Julia C. Kahr	248,531,644	32,656,538	79,391	2,735,170
Terry Klebe	280,583,933	596,568	87,072	2,735,170
Stephanie K. Mains	281,137,448	51,134	78,991	2,735,170
Wilson S. Neely	279,803,600	1,383,956	80,017	2,735,170
Neil P. Simpkins	246,640,998	34,546,133	80,442	2,735,170
Alicia Tillman	281,129,346	51,155	87,072	2,735,170
Molly P. Zhang	281,137,799	49,758	80,016	2,735,170

Resolution 2: To approve, on an advisory basis, named executive officer compensation:

For	Against	Abstain	Broker Non-Vote
266,789,530	14,393,290	84,753	2,735,170

Resolution 3: To approve, on an advisory basis, the Company’s directors’ remuneration report in accordance with the requirements of the United Kingdom (the “U.K.”) Companies Act 2006 (the “Companies Act”):

For	Against	Abstain	Broker Non-Vote
270,199,037	10,983,539	84,997	2,735,170

Resolution 4: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2022:

For	Against	Abstain	Broker Non-Vote
283,913,183	11,098	78,462	0

Resolution 5: To re-appoint Deloitte LLP as the Company’s U.K. statutory auditor under the Companies Act (to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company’s shareholders):

For	Against	Abstain	Broker Non-Vote
283,911,612	12,170	78,961	0

Resolution 6: To authorize the Audit Committee of the board of directors of the Company to determine the remuneration of Deloitte LLP in its capacity as the Company’s U.K. statutory auditor:

For	Against	Abstain	Broker Non-Vote
283,909,985	14,695	78,063	0

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.

GATES INDUSTRIAL CORPORATION PLC<br>(Registrant)
By:	/s/ Cristin C. Bracken
	Name:	Cristin C. Bracken
	Title:	Chief Legal Officer

Date: June 17, 2021