8-K
Otis Worldwide Corp (OTIS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 22, 2023 (May 18, 2023)
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OTIS WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 001-39221 | 83-3789412 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
One Carrier Place
Farmington, Connecticut 06032
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
(860) 674-3000
N/A
(Former name or former address, if changed since last report)
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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)) |
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. ¨
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) | OTIS | New York Stock Exchange |
| 0.000% Notes due 2023 | OTIS/23 | New York Stock Exchange |
| 0.318% Notes due 2026 | OTIS/26 | New York Stock Exchange |
| 0.934% Notes due 2031 | OTIS/31 | New York Stock Exchange |
Section 5—Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
Otis Worldwide Corporation (“Otis” or "Company") held its 2023 Annual Meeting of Shareholders on May 18, 2023. As of March 20, 2023, the record date for the meeting, 413,242,757 shares of Otis common stock were issued and outstanding. A quorum of 365,284,291 shares of common stock was represented at the meeting.
Shareholders voted on the following matters, which are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2023, and cast their votes as described below:
1) The following individuals were elected to serve as directors for a term expiring at the 2024 Annual Meeting of Shareholders or upon the election and qualification of their successors. The voting results for each nominee are as follows:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Jeffrey H. Black | 336,952,500 | 1,665,914 | 263,477 | 26,402,400 |
| Nelda J. Connors | 335,424,247 | 3,201,086 | 256,558 | 26,402,400 |
| Kathy Hopinkah Hannan | 328,953,732 | 9,673,661 | 254,498 | 26,402,400 |
| Shailesh G. Jejurikar | 330,725,864 | 7,890,016 | 266,011 | 26,402,400 |
| Christopher J. Kearney | 336,152,727 | 2,465,842 | 263,322 | 26,402,400 |
| Judith F. Marks | 319,242,998 | 16,048,113 | 3,590,780 | 26,402,400 |
| Harold W. McGraw III | 335,546,193 | 3,068,929 | 266,769 | 26,402,400 |
| Margaret M. V. Preston | 332,466,216 | 6,158,948 | 256,727 | 26,402,400 |
| Shelley Stewart, Jr. | 336,918,259 | 1,706,091 | 257,541 | 26,402,400 |
| John H. Walker | 336,106,113 | 2,503,589 | 272,189 | 26,402,400 |
2) A proposal that shareholders approve, on an advisory basis, the compensation of Otis’ named executive officers. The proposal was approved and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 293,808,739 | 43,745,146 | 1,328,006 | 26,402,400 |
3) A proposal to appoint PricewaterhouseCoopers LLP, a firm of independent registered public accountants, to serve as Otis’ Independent Auditor for 2023 until the next annual meeting in 2024. The proposal was approved and the voting results are as follows:
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 363,036,184 | 1,222,103 | 1,026,004 |
4) A proposal for an Independent Board Chairman, if properly presented. The proposal was not approved and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 131,695,929 | 206,510,599 | 675,363 | 26,402,400 |
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.
| OTIS WORLDWIDE CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| Date: May 22, 2023 | By: | /s/ TOBY SMITH |
| Toby Smith | ||
| Vice President, Corporate Secretary |