8-K
Sensata Technologies Holding plc (ST)
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): March 16, 2020
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SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of Registrant as specified in its charter)
__________________________________________
| England and Wales | 001-34652 | 98-1386780 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
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:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| Ordinary Shares - nominal value €0.01 per share | ST | 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 (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
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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(b) On March 16, 2020, Paul B. Edgerley notified the Chairman of the Board of Directors (the “Board”) of Sensata Technologies Holding plc (the "Company") of his decision to retire as a member of the Board, effective on the date of the Company's 2020 Annual Meeting of Shareholders (the "2020 Annual Meeting"). Mr. Edgerley's decision was to pursue other personal opportunities and did not result from any disagreements with management or the Board.
(c) On March 16, 2020, the Board of the Company appointed Maria G. Freve as the Company's Chief Accounting Officer (“CAO”), pursuant to Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended. Ms. Freve joined the Company as Vice President, Accounting on January 27, 2020 and will serve until the election and qualification of her successor or until her earlier resignation, retirement or removal. Ms. Freve does not have (i) any arrangements or understandings with any other person pursuant to which she was selected to serve as an officer; (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. Ms. Freve does not have an employment agreement with the Company.
Prior to joining the Company, Ms. Freve, age 45, served in various finance and accounting leadership roles at Dell EMC for 11 years, including Sr. Director of Cross-sell Accounting Operations from November 2016 to January 2020, Sr. Director of Corporate Accounting and Reporting from February 2011 to October 2016, and Director of Corporate Accounting & Reporting from November 2009 to February 2011. Prior to joining Dell, she spent 13 years with PricewaterhouseCoopers LLP providing audit, advisory and M&A related services for both private and public companies. Ms. Freve has a B.S. in Management from Tulane University and is a Certified Public Accountant.
(d) On March 16, 2020, the Board of the Company, upon the recommendation of the Nominating & Corporate Governance Committee, appointed Lorraine A. Bolsinger and Steven A. Sonnenberg to serve as directors on the Board, effective March 23, 2020. At the same time, the Board appointed Ms. Bolsinger to serve on the Compensation Committee and the Finance Committee and Mr. Sonnenberg to serve on the Nominating & Corporate Governance Committee and the Growth & Innovation Committee. Neither Ms. Bolsinger or Mr. Sonnenberg have (i) any arrangements or understandings with any other person pursuant to which they were 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.
Ms. Bolsinger and Mr. Sonnenberg will receive the standard compensation paid by the Company to its non-employee directors, prorated to reflect their 2020 service through the date of the Company's 2020 Annual Meeting of Stockholders, as described under "Director Compensation" on page 63 of the Company's Proxy Statement for its 2019 Annual Meeting of Stockholders ("Proxy Statement"), which was filed with the SEC on April 30, 2019. As part of this compensation, Ms. Bolsinger and Mr. Sonnenberg will receive an award of restricted shares of the Company's common stock, as described in the Proxy Statement, in an amount prorated to reflect their 2020 service through the date of the Company's 2020 Annual Meeting. The restricted stock award will vest on the date of the Company's 2020 Annual Meeting.
A copy of the press release announcing the appointment of Ms. Bolsinger and Mr. Sonnenberg to the Board is attached as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| 99.1 | March 20, 2020 press release entitled "Sensata Technologies Announces the Appointment of Two New Board Members." |
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| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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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.
| SENSATA TECHNOLOGIES HOLDING PLC | |
|---|---|
| /s/ Paul Vasington | |
| Date: March 20, 2020 | Name: Paul Vasington |
| Title: Executive Vice President and Chief Financial Officer |
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Exhibit
Sensata Technologies Announces the Appointment of Two New Board Members
Company adds Lorraine Bolsinger and Steven Sonnenberg to Board of Directors, two seasoned industrial and technology executives with extensive strategy, M&A and finance experience
SWINDON, United Kingdom – March 20, 2020 – Sensata Technologies (NYSE:ST), a global industrial technology company and a leading provider of sensor-rich solutions that create insights for customers, today announced that Lorraine Bolsinger and Steven Sonnenberg, have been appointed to serve on Sensata’s Board of Directors, effective March 23, 2020.
“Lorraine and Steve bring decades of experience in key areas critical to our future operations and strategy, such as global experience in industrial markets, strategy implementation, talent acquisition and diversity.” said Andrew Teich, Chairman of Board. “The addition of Lorraine and Steve further augments our board's skills and expertise, and we are confident they will provide valuable perspectives as we continue to execute our long-term strategy of enhancing shareholder value. We look forward to their contributions.”
Ms. Bolsinger, who will serve on the Compensation Committee and the Finance Committee of the Board, retired in 2017 from General Electric Company, where she served for more than 37 years. During her time with GE, she held several senior leadership roles, including Vice President, GE Corporate Accelerated Leadership Program from 2016 through 2017, President and Chief Executive Officer, GE Distributed Power from 2013 through 2016 with responsibility over $5.5 billion in revenue and 4,500 employees, and President and Chief Executive Officer, GE Aviation Systems from 2008 through 2012 with responsibility over $3 billion in revenue and 10,000 employees. Ms. Bolsinger is a frequent public speaker and has been a career-long advocate for women in STEM and leadership roles.
Mr. Sonnenberg, who will also serve on the Nominating & Corporate Governance Committee and the Growth & Innovation Committee of the Board, retired in 2019 from Emerson Electric Co., where he served for more than 35 years. During his time with Emerson, he held several senior leadership roles, including Chairman of Emerson’s Automation Solutions business from 2016 through 2018, and President of Emerson’s Process Management Group from 2008 through 2016 with responsibility over $8.5 billion in revenue and 40,000 employees. Prior to 2008, Mr. Sonnenberg spent more than 13 years managing various Emerson affiliated companies with operations throughout Asia and Europe.
In addition, Sensata is announcing that Paul Edgerley has decided to retire from the Board, effective as of the Annual Meeting of Shareholders scheduled to be held on May 28, 2020. Mr. Edgerley has served on the Board since Sensata’s IPO in March 2010 and as a director of our principal operating subsidiary, Sensata Technologies, Inc., from April 2006 through March 2010. He also served as Chairman of the Board from July 2012 to January 2013 and again from May 2015 to July 2019. Mr. Edgerley has chosen to retire to focus on other professional and personal activities.
“Paul has served the Sensata 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 22,000 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.
Safe Harbor Statement
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on certain assumptions and reflect the Company’s current expectations. Except as may be required by applicable law, the Company disclaims any obligation to update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
Media Contact: Investor Contact:
Alexia Taxiarchos Joshua Young
Senior Director, Global Communications Vice President, Investor Relations
+1 (508) 236-1761 +1 (508) 236-2196
ataxiarchos@sensata.comJoshua.Young@sensata.com