8-K
Thermon Group Holdings, Inc. (THR)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 31, 2023
THERMON GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35159 | 27-2228185 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification Number) | 7171 Southwest Parkway | |||
| --- | --- | --- | ||||
| Building 300, | Suite 200 | |||||
| Austin | TX | 78735 | ||||
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (512) 690-0600
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 each exchange<br>on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | THR | 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 (§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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
The final voting results on each of the matters submitted to a vote of stockholders during the 2023 annual meeting of stockholders (the “Meeting”) of Thermon Group Holdings, Inc. (the “Company”) held on July 31, 2023, are shown below. At the close of business on June 7, 2023, the record date for the determination of stockholders entitled to notice of and to vote at the Meeting, there were outstanding and entitled to vote 33,680,965 shares of common stock of the Company ("Shares"), each Share being entitled to one vote.
The holders of a total of 31,072,248 Shares, representing 92.25% of the total Shares issued and outstanding and entitled to vote, were present in person or by proxy at the Meeting, constituting a quorum.
Proposal 1a - To re-elect John Clarke as director of the Company for a term to expire at the next annual meeting of stockholders:
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 27,244,840 | 2,190,501 | 1,636,907 |
Proposal 1b - To re-elect Linda Dalgetty as director of the Company for a term to expire at the next annual meeting of stockholders:
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 28,322,634 | 1,112,707 | 1,636,907 |
Proposal 1c - To re-elect Roger Fix as director of the Company for a term to expire at the next annual meeting of stockholders:
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 28,319,505 | 1,115,836 | 1,636,907 |
Proposal 1d - To re-elect Marcus George as director of the Company for a term to expire at the next annual meeting of stockholders:
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 26,152,421 | 3,282,920 | 1,636,907 |
Proposal 1e - To re-elect Kevin McGinty as director of the Company for a term to expire at the next annual meeting of stockholders:
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 27,921,086 | 1,514,255 | 1,636,907 |
Proposal 1f - To re-elect John Nesser as director of the Company for a term to expire at the next annual meeting of stockholders:
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 25,547,269 | 3,888,072 | 1,636,907 |
Proposal 1g - To re-elect Angela Strzelecki as director of the Company for a term to expire at the next annual meeting of stockholders:
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 28,586,028 | 849,313 | 1,636,907 |
Proposal 1h - To re-elect Bruce Thames as director of the Company for a term to expire at the next annual meeting of stockholders:
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 28,995,602 | 439,739 | 1,636,907 |
Proposal 2 - To ratify the appointment of KPMG LLP by the audit committee of the board of directors of the Company as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2024:
| Votes For | Votes Withheld | Votes Abstaining |
|---|---|---|
| 30,942,485 | 128,602 | 1,161 |
Proposal 3 - To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as reported in the Company's proxy statement for the Meeting:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
|---|---|---|---|
| 28,733,535 | 699,292 | 2,514 | 1,636,907 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| August 2, 2023 | THERMON GROUP HOLDINGS, INC. | ||
|---|---|---|---|
| By: | /s/ | Ryan Tarkington | |
| Ryan Tarkington | |||
| SVP, General Counsel & Corporate Secretary |