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): May 25, 2023
__________________________________________
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>of incorporation) | (Commission<br>File Number) | (IRS Employer<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 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
The Annual General Meeting of Shareholders (the "General Meeting") of Sensata Technologies Holding plc (the “Company”) was held on May 25, 2023. A total of 140,966,914 ordinary shares, or 92.42% of the total shares entitled to vote, were represented at the General Meeting in person or by proxy. Set forth below are the matters the shareholders voted on and the final voting results. The proposals below are described in detail in the Proxy Statement for the General Meeting previously filed with the Securities and Exchange Commission.
- Ordinary resolution to approve the election of Directors:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Andrew C. Teich | 135,865,032 | 2,767,937 | 22,320 | 2,311,625 |
| Jeffrey J. Cote | 137,530,217 | 1,103,259 | 21,813 | 2,311,625 |
| John P. Absmeier | 137,546,631 | 1,086,338 | 22,320 | 2,311,625 |
| Daniel L. Black | 137,026,132 | 1,606,036 | 23,121 | 2,311,625 |
| Lorraine A. Bolsinger | 136,078,753 | 2,555,081 | 21,455 | 2,311,625 |
| Constance E. Skidmore | 136,195,223 | 2,438,538 | 21,528 | 2,311,625 |
| Steven A. Sonnenberg | 136,608,517 | 2,024,376 | 22,396 | 2,311,625 |
| Martha N. Sullivan | 136,461,637 | 2,171,220 | 22,432 | 2,311,625 |
| Stephen M. Zide | 137,378,140 | 1,253,829 | 23,320 | 2,311,625 |
Each of the nominees was elected for a term of one year.
- Ordinary advisory resolution to approve the compensation of our named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 135,362,126 | 3,122,373 | 170,790 | 2,311,625 |
This resolution was approved.
- Ordinary resolution to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2023:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 140,774,248 | 175,949 | 16,717 | — |
This resolution was approved.
- Ordinary advisory resolution to approve the Director Compensation Report:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 135,679,825 | 2,936,502 | 38,962 | 2,311,625 |
This resolution was approved.
- Ordinary resolution to appoint Deloitte & Touche LLP as the Company's U.K. statutory auditor for fiscal year 2023:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 140,627,376 | 317,896 | 21,642 | — |
This resolution was approved.
- Ordinary resolution to authorize the Audit Committee, for and on behalf of the Board, to determine the Company's U.K. statutory auditor's reimbursement:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 140,919,725 | 22,039 | 25,150 | — |
This resolution was approved.
- Ordinary resolution to receive the Company's 2022 Annual Report and Accounts:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 140,375,181 | 34,262 | 557,471 | — |
This resolution was approved.
- Special resolution to approve the form of share repurchase contracts and repurchase counterparties:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 133,920,359 | 6,601,867 | 444,688 | — |
This resolution was approved.
- Ordinary resolution to authorize the Board of Directors, in accordance with section 551 of the U.K. Companies Act 2006, as amended (the "U.K. Companies Act"), to exercise all powers of the Company to issue equity securities:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 126,516,504 | 14,430,267 | 20,143 | — |
This resolution was approved.
- Special resolution to authorize the Board of Directors, in accordance with section 570 of the U.K. Companies Act, to issue equity securities without the rights of preemption provided by section 561 of the U.K. Companies Act:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 125,624,661 | 15,320,686 | 21,567 | — |
This resolution was approved.
- Ordinary resolution to authorize the Board of Directors, in accordance with section 551 of the U.K. Companies Act, to exercise all powers of the Company to issue equity shares under our equity incentive plans:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 140,259,870 | 674,634 | 32,410 | — |
This resolution was approved.
- Special resolution to authorize the Board of Directors, in accordance with section 570 of the U.K. Companies Act, to issue equity shares under our equity incentive plans without the rights of preemption provided by section 561 of the U.K. Companies Act:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 140,226,776 | 712,096 | 28,042 | — |
This resolution was approved.
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/ Maria Freve | ||
| Date: | May 31, 2023 | Name: Maria Freve |
| Title: Vice President and Chief Accounting Officer |
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