8-K
Vertiv Holdings Co (VRT)
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): June 19, 2024
VERTIV HOLDINGS CO
(Exact name of registrant as specified in its charter)
| Delaware | 001-38518 | 81-2376902 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br>Identification No.) |
505 N. Cleveland Ave., Westerville, Ohio 43082
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 614-888-0246
Check the appropriate box below if the Form 8-K 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<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Class A common stock, $0.0001 par value per share | VRT | 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.
On June 19, 2024, Vertiv Holdings Co (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. Of the 374,344,987 shares of the Company’s Class A common stock outstanding and entitled to vote at the Annual Meeting, 308,427,335, shares (or 82.39%), constituting a quorum, were represented in person (online) or by proxy at the Annual Meeting.
Set forth below are the final voting results for the three proposals submitted to a vote of the stockholders at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to stockholders on April 26, 2024.
Proposal 1: Stockholders elected eleven directors to the Company’s Board of Directors, each for a term of one year expiring at the Company’s 2025 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, based on the following votes:
| Director Nominee | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| David M. Cote | 263,105,742 | 10,300,911 | 35,020,682 |
| Giordano Albertazzi | 268,265,479 | 5,141,174 | 35,020,682 |
| Joseph J. DeAngelo | 258,531,504 | 14,875,149 | 35,020,682 |
| Joseph van Dokkum | 171,223,972 | 102,182,681 | 35,020,682 |
| Roger Fradin | 242,913,606 | 30,493,047 | 35,020,682 |
| Jakki L. Haussler | 266,882,118 | 6,524,535 | 35,020,682 |
| Jacob Kotzubei | 250,282,423 | 23,124,230 | 35,020,682 |
| Matthew Louie | 266,924,903 | 6,481,750 | 35,020,682 |
| Edward L. Monser | 258,509,289 | 14,897,364 | 35,020,682 |
| Steven S. Reinemund | 267,827,644 | 5,579,009 | 35,020,682 |
| Robin L. Washington | 261,944,660 | 11,461,993 | 35,020,682 |
Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following votes:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 260,358,110 | 12,475,329 | 573,214 | 35,020,682 |
Proposal 3: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, based on the following votes:
| For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 296,663,573 | 10,866,323 | 897,439 | 0 |
SIGNATURE
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.
| Date: June 21, 2024 | Vertiv Holdings Co |
|---|---|
| /s/ Stephanie L. Gill | |
| Name: Stephanie L. Gill | |
| Title: Chief Legal Counsel |