Linde PLC 8-K, filed Jan 23, 2023
Linde PLC (LIN)
About this 8-K
Linde PLC filed this 8-K on January 23, 2023, reporting on events of January 18, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ITEM 5.07 Submission of Matters to a Vote of Security Holders
A Court Meeting of Shareholders (“Court Meeting”) and an Extraordinary General Meeting of Shareholders (“EGM”) of Linde plc (“Linde”) were held on January 18, 2023, at which shareholders voted upon the items set forth below. The purpose of these meetings was for shareholders to vote upon proposed reorganization transactions that would result in the delisting of Linde’s ordinary shares from the Frankfurt Stock Exchange and being listed only on the New York Stock Exchange.
The total number of shares outstanding and entitled to vote at the Court Meeting and the EGM was 492,532,997. The total number of shares that were present or represented by proxy at: (1) the Court Meeting was 382,537,202 which was approximately 77.65% of the shares outstanding and entitled to vote and which constituted a quorum; and (2) the EGM was 395,547,280, which was approximately 80.30% of the shares outstanding and entitled to vote and which constituted a quorum .
The final voting results of the items submitted to a vote of the shareholders are set forth below.
COURT MEETING
Sole Proposal
Shareholders approved by the votes set forth below, the Scheme of Arrangement under Irish law in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court.
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
| 358,219,545 | 22,946,972 | 1,370,685 | 0 | |||
| (93.97% of votes cast) | (6.0% of votes cast) |
Number of Shareholders of Record voting in person or by proxy:
Number Voted For |
Number Voted Against |
Number Abstained |
Broker Non-Votes | |||
| 1,200 | 48 | 35 | N/A |
EXTRAORDINARY GENERAL MEETING
Proposal 1
Shareholders approved by the votes set forth below, the Scheme of Arrangement under Irish law in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court.
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
| 368,961,129 | 25,244,009 | 1,342,142 | 0 | |||
| (93.59% of votes cast) | (6.4% of votes cast) |
Proposal 2
Shareholders approved by the votes set forth below, subject to the Scheme becoming effective, an amendment to the articles of association of Linde, which are part of the Linde Constitution, referred to as the “Articles,” in respect of certain mechanics to effect the Scheme.
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
| 368,963,658 | 25,182,656 | 1,400,966 | 0 | |||
| (93.61% of votes cast) | (6.37% of votes cast) |
Proposal 3
Shareholders approved by the votes set forth below, the Common Draft Terms of Merger, whereupon and assuming the other conditions to the merger are satisfied, Linde would be merged with and into New Linde, with New Linde surviving the merger.
Shares Voted For |
Shares Voted Against |
Shares Abstained |
Broker Non-Votes | |||
| 369,013,572 | 25,181,172 | 1,352,536 | 0 | |||
| (93.61% of votes cast) | (6.37% of votes cast) |
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.
| LINDE PLC | ||
| By: | /s/ Guillermo Bichara | |
| Name: | Guillermo Bichara | |
| Title: | Chief Legal Officer | |
Date: January 23, 2023