Team Inc 8-K/A, filed Jun 17, 2022
Team Inc (TISI)
8-K/A
2022-06-17
For: 2022-06-01
View Original
Added on
April 10, 2026
About this 8-K/A
Team Inc filed this 8-K/A on June 17, 2022, reporting on events of June 1, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 1, 2022
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281 331-6154
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 CF 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 on which registered | ||||||
| Preferred Stock Purchase Rights | N/A | New York Stock Exchange | ||||||
Indicate by check mark whether 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. ¨
Explanatory Note: This Current Report on Form 8-K/A (this “Amendment No. 1”) is being filed to amend and restate in its entirety Item 5.07 contained in the Form 8-K filed on June 6, 2022 (the “Original Filing”). The Original Filing was filed with the Securities and Exchange Commission to report the results of voting at the registrant’s annual meeting of stockholders held on June 1, 2022. The purpose of this Amendment No. 1 is to correct an error in the Original Filing by stating that Proposals 2 and 3 (as described below) were not approved by the registrant’s stockholders. No other changes have been made to the information set forth in the Original Filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 1, 2022, Team, Inc., a Delaware corporation (the “Company”), held its 2022 Annual Meeting of Shareholders (“Annual Meeting”). As of April 22, 2022, the record date for the Annual Meeting, 43,121,579 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The following six proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2022, were before the Annual Meeting: (1) the election of directors of the Company; (2) approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect an increase in the total number of authorized shares of common stock, par value $0.30 per share (“Common Stock”) of the Company; (3) approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors, a reverse stock split of the issued and outstanding shares of Common Stock; (4) ratification of the Company’s Section 382 Rights Agreement, dated as of February 2, 2022, by and between the Company and Computershare Trust Company, N.A; (5) ratification of the Appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2022; and (6) the advisory vote on the compensation of the Named Executive Officers of the Company.
At the Annual Meeting, the nominees for election as directors set forth in Proposal 1 were each re-elected and Proposals 4 through 6 were each approved. Proposals 2 and 3 were not approved due to an insufficient number of outstanding shares voting. The voting results were as follows:
Proposal #1 - Election of two (2) nominees named in the Proxy Statement as Class I directors to serve a one (1) year term, two (2) nominees named in the Proxy Statement as Class II directors to serve a two (2) year term, and two (2) nominees named in the Proxy Statement as Class III directors to serve a three-year term
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Anthony R. Horton (Class I) | 21,053,091 | 369,124 | 6,714,694 | |||||||||||||||||
| Evan S. Lederman (Class I) | 21,103,365 | 318,850 | 6,714,694 | |||||||||||||||||
| Michael J. Caliel (Class II) | 21,060,038 | 362,177 | 6,714,694 | |||||||||||||||||
| Edward J. Stenger (Class II) | 21,064,338 | 357,877 | 6,714,694 | |||||||||||||||||
| J. Michael Anderson (Class III) | 21,020,619 | 401,596 | 6,714,694 | |||||||||||||||||
| Jeffery G. Davis (Class III) | 18,777,258 | 2,644,957 | 6,714,694 | |||||||||||||||||
Proposal #2 - Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect an increase in the total number of authorized shares Common Stock of the Company from 60,000,000 shares to 120,000,000 shares of Common Stock
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 26,014,840 | 1,942,934 | 179,135 | — | |||||||||||||||||
Proposal #3 - Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors, a reverse stock split of the issued and outstanding shares of Common Stock, which would combine a whole number of outstanding shares of the Common Stock in a range of not less than one-for-six (1:6) shares and not more than one-for-ten (1:10) shares, into one share of Common Stock, and reduce the number of outstanding shares of Common Stock and a corresponding reduction in the total number of authorized shares of Common Stock in proportion to the reduction of the issued shares
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 26,117,751 | 1,947,433 | 71,725 | — | |||||||||||||||||
Proposal #4 - Ratification of the Company’s Section 382 Rights Agreement, dated as of February 2, 2022, by and between the Company and Computershare Trust Company, N.A
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 20,966,690 | 303,915 | 151,610 | 6,714,694 | |||||||||||||||||
Proposal #5 - Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 27,743,298 | 103,041 | 290,570 | — | |||||||||||||||||
Proposal #6 - Advisory Vote on the Named Executive Officer Compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 17,568,539 | 3,559,074 | 294,602 | 6,714,694 | |||||||||||||||||
| Exhibit number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| Dated: June 17, 2022 | TEAM, Inc. | |||||||
| By: | /s/ André C. Bouchard | |||||||
| André C. Bouchard | ||||||||
| Executive Vice President, Administration, Chief Legal Officer and Secretary | ||||||||