TE Connectivity plc DEFA14A, filed Jan 14, 2021
TE Connectivity plc (TEL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
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TE CONNECTIVITY LTD. | ||
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| *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on March 10, 2021. You are receiving this communication because you hold shares in the company named above. TE CONNECTIVITY LTD. MUHLENSTRASSE 26 CH-8200 SCHAFFHAUSEN, SWITZERLAND This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. proxy materials and voting instructions. D27905-P46725-P46857 See the reverse side of this notice to obtain Meeting Information Meeting Type:Annual General Meeting For holders as of: Close of business (Eastern Standard Time) on February 18, 2021 Date: March 10, 2021 Time: 2:00 p.m., Central European Time (8:00 a.m., Eastern Standard Time) Location: Bär & Karrer Ltd. Brandschenkestrasse 90 CH-8002 Zürich, Switzerland |
| Before You Vote How to Access the Proxy Materials How To Vote Please Choose One of the Following Voting Methods marked by the arrow gXXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. D27906-P46725-P46857 Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENTANNUAL REPORT TO SHAREHOLDERS How to View Online: Have the information that is printed in the box marked by the arrow(located on the following page) and visit: www.proxyvote .com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*:sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow(located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before February 24, 2021 to facilitate timely delivery. XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX |
| The Board of Directors recommends a vote “FOR” each of the director nominees listed below and “FOR” each agenda item (including each subpart thereof). 1. Election of Directors 6. To release the members of the Board of Directors and executive officers of TE Connectivity for activities during the fiscal year ended September 25, 2020 To elect Deloitte & Touche LLP as TE Connectivity’s independent registered public accounting firm for fiscal year 2021 To elect Deloitte AG, Zurich, Switzerland, as TE Connectivity’s Swiss registered auditor until the next annual general meeting of TE Connectivity To elect PricewaterhouseCoopers AG, Zurich, Switzerland, as TE Connectivity’s special auditor until the next annual general meeting of TE Connectivity An advisory vote to approve named executive officer compensation A binding vote to approve fiscal year 2022 maximum aggregate compensation amount for executive management A binding vote to approve fiscal year 2022 maximum aggregate compensation amount for the Board of Directors To approve the carryforward of unappropriated accumulated earnings at September 25, 2020 To approve a dividend payment to shareholders equal to $2.00 per issued share to be paid in four equal quarterly installments of $0.50 starting with the third fiscal quarter of 2021 and ending in the second fiscal quarter of 2022 pursuant to the terms of the dividend resolution To approve a reduction of share capital for shares acquired under TE Connectivity’s share repurchase program and related amendments to the articles of association of TE Connectivity Ltd. To approve the authorization of additional shares under the TE Connectivity Ltd. Employee Stock Purchase Plan To approve the Amended and Restated TE Connectivity Ltd. 2007 Stock Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code To approve any adjournments or postponements of the meeting 1a. 1b. 1c. 1d. 1e. 1f. 1g. 1h. 1i. 1j. 1k. 1l. 1m. 1n. Pierre R. Brondeau Terrence R. Curtin Carol A. (“John”) Davidson Lynn A. Dugle William A. Jeffrey David M. Kerko Thomas J. Lynch Heath A. Mitts Yong Nam Daniel J. Phelan Abhijit Y. Talwalkar Mark C. Trudeau Dawn C. Willoughby Laura H. Wright 7.1 7.2 7.3 8. 9. 10. 11. 12. 2. 3. To elect Thomas J. Lynch as the Chairman of the Board of Directors To elect the individual members of the Management Development and Compensation Committee 13. 3a. 3b. 3c. Daniel J. Phelan Abhijit Y. Talwalkar Mark C. Trudeau 14. 15. 3d. Dawn C. Willoughby 16. 4. To elect Dr. René Schwarzenbach, of Proxy Voting Services GmbH, or another individual representative of Proxy Voting Services GmbH if Dr. Schwarzenbach is unable to serve at the relevant meeting, as the independent proxy at the 2022 annual meeting of TE Connectivity and any shareholder meeting that may be held prior to that meeting To approve the 2020 Annual Report of TE Connectivity Ltd. (excluding the statutory financial statements for the fiscal year ended September 25, 2020, the consolidated financial statements for the fiscal year ended September 25, 2020 and the Swiss Compensation Report for the fiscal year ended September 25, 2020) To approve the statutory financial statements of TE Connectivity Ltd. for the fiscal year ended September 25, 2020 To approve the consolidated financial statements of TE Connectivity Ltd. for the fiscal year ended September 25, 2020 5.1 5.2 5.3 D27907-P46725-P46857 Voting Items |
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