8-K
Gates Industrial Corp plc (GTES)
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 20, 2024
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 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 20, 2024, Gates Industrial Corporation plc (the “Company”) held its 2024 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 26, 2024. 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 |
|---|---|---|---|---|
| Fredrick Eliasson | 228,051,335 | 11,394,602 | 89,214 | 5,037,878 |
| James W. Ireland, III | 237,255,072 | 2,190,795 | 89,284 | 5,037,878 |
| Ivo Jurek | 239,185,590 | 259,973 | 89,588 | 5,037,878 |
| Stephanie K. Mains | 239,172,892 | 273,471 | 88,788 | 5,037,878 |
| Seth A. Meisel | 239,095,268 | 350,285 | 89,598 | 5,037,878 |
| Wilson S. Neely | 234,368,214 | 5,077,723 | 89,214 | 5,037,878 |
| Neil P. Simpkins | 234,923,493 | 4,521,919 | 89,739 | 5,037,878 |
| Alicia Tillman | 237,252,212 | 2,194,151 | 88,788 | 5,037,878 |
| Molly P. Zhang | 238,406,404 | 1,038,442 | 90,304 | 5,037,878 |
Resolution 2: To approve, on an advisory basis, named executive officer compensation:
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 234,414,229 | 5,010,786 | 110,136 | 5,037,878 |
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 |
|---|---|---|---|
| 235,469,948 | 3,956,799 | 108,404 | 5,037,878 |
Resolution 4: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024:
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 243,777,025 | 715,161 | 80,843 | 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 |
|---|---|---|---|
| 243,776,360 | 715,326 | 81,343 | 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 |
|---|---|---|---|
| 244,295,403 | 194,752 | 82,874 | 0 |
Resolution 7: To approve the forms of share repurchase contracts attached in Appendix B and Appendix C of the Proxy Statement and repurchase counterparties:
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 238,783,405 | 54,940 | 696,806 | 5,037,878 |
Resolution 8: To authorize the Board to allot equity securities in the Company:
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 238,350,723 | 1,106,001 | 78,427 | 5,037,878 |
Resolution 9: To authorize the Board to allot equity securities without pre-emptive rights:
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 234,039,298 | 4,595,619 | 900,234 | 5,037,878 |
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 | ||
|---|---|---|
| By: | /s/ Cristin C. Bracken | |
| Name: | Cristin C. Bracken | |
| Title: | Chief Legal Officer |
Date: June 24, 2024