8-K

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): December 16, 2020

__________________________________________

SENSATA TECHNOLOGIES HOLDING PLC

(Exact name of Registrant as specified in its charter)

__________________________________________

529 Pleasant Street

Attleboro, Massachusetts 02703, United States

(Address of Principal executive offices, including Zip Code)

+1(508) 236 3800

(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. o

(a) On December 16, 2020, the Board of Directors (the “Board”) of Sensata Technologies Holding PLC (“the Company”), upon the recommendation of the Nominating & Corporate Governance Committee, appointed Daniel L. Black to serve as a director on the Board, effective January 1, 2021. At the same time, the Board appointed Mr. Black to serve on the Audit Committee, the Compensation Committee, and the Finance Committee, effective January 1, 2021. Mr. Black does not have (i) any arrangements or understandings with any other person pursuant to which he was elected to serve as a director; (ii) any family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer; or (iii) any direct or indirect material interest in any transaction or series of transactions contemplated by Item 404(a) of Regulation S-K.

Mr. Black will receive the standard compensation paid by the Company to its non-executive directors as described under “Director Compensation” on page 66 of the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders (“Proxy Statement”), which was filed with the SEC on April 22, 2020. As part of this compensation, Mr. Black will receive an award of restricted stock units (“RSUs”) of the Company’s common stock, as described in the Proxy Statement, in an amount prorated to reflect his service through the date of the Company’s 2021 Annual Meeting. The RSU award will vest on the date of the Company’s 2021 Annual Meeting.

A copy of the press release announcing the appointment of Mr. Black to the Board is attached as Exhibit 99.1.

(b) On December 16, 2020, Thomas Wroe, Jr. notified the Chairman of the Board and the Corporate Secretary of the Company of his decision to retire as a member of the Board, effective on the date of the Company’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). After 11 years of service on the Board, Mr. Wroe’s decision to retire prior to the mandatory 12 year term limit set forth in the Company’s Corporate Governance Guidelines did not result from any disagreements with management or the Board and was contemplated in accordance with Board succession planning.

(d) Exhibits

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.

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Document

Sensata Technologies Appoints Daniel L. Black to its Board of Directors

SWINDON, United Kingdom, December 17, 2020 -- Sensata Technologies Holding plc (NYSE: ST) today announced that Daniel L. Black has been appointed to Sensata’s Board of Directors.

Mr. Black is a Managing Partner at The Wicks Group, a private equity firm focused on tech enabled business and consumer services companies. Mr. Black is involved in all investment and management activities at Wicks and serves on the boards of its portfolio companies. Mr. Black currently serves as a Trustee for the Advent Convertible Securities Fund, as a member of the Dartmouth College Board of Trustees, and on the executive board of Harlem Lacrosse and Leadership, a not-for-profit educational organization.

“Daniel brings decades of experience in key areas critical to our future operations and strategy, such as global experience in finance, mergers & acquisitions, and corporate governance,” said Andrew Teich, Chairman of Board. “Daniel’s addition further augments our board's skills and expertise, and we are confident he will provide valuable perspectives as we continue to execute our long-term strategy of enhancing shareholder value. We look forward to his contributions.”

Mr. Black will serve on the Audit Committee, the Compensation Committee, and the Finance Committee of Sensata’s Board of Directors. Prior to The Wicks Group, Mr. Black was a Managing Director and Co-Head of Merchant Banking at BNY Capital Markets (a subsidiary of The Bank of New York), where his career spanned 21 years in executive management positions.

In addition, Sensata is announcing that Thomas Wroe has decided to retire from the Board effective as of the Annual Meeting of Shareholders scheduled to be held in May 2021. Mr. Wroe has served on the Board since Sensata’s IPO in March 2010 and as Chairman of the Board from March 2010 to July 2012 and again from January 2013 to May 2015. Mr. Wroe also served as Sensata’s Chief Executive Officer from April 2006 until December 2013. Mr. Wroe’s decision to retire prior to the mandatory 12-year term limit set forth in the Company’s Corporate Governance Guidelines was contemplated in accordance with Board succession planning.

“Tom has served Sensata and its Board with great distinction,” said Teich. “On behalf of our entire Board and management, I want to thank him for his service, leadership, and countless contributions to the company. We wish him continued success in all future endeavors.”

About Sensata Technologies

Sensata Technologies is a leading industrial technology company that develops sensors, sensor-based solutions, including controllers and software, and other mission-critical products to create valuable business insights for customers and end users. For more than 100 years, Sensata has provided a wide range of customized, sensor-rich solutions that address complex engineering requirements to help customers solve difficult challenges in the automotive, heavy vehicle & off-road, industrial and aerospace industries. With more than 20,000 employees and operations in 11 countries, Sensata’s

solutions help to make products safer, cleaner and more efficient, electrified, and connected. For more information, please visit Sensata’s website at www.sensata.com.