Atmus Filtration Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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): May 14, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(615 ) 514-7339
Registrant's telephone number, including area code
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 on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined by 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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
Atmus Filtration Technologies Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2024. Set forth below are the final, certified voting results for each proposal presented at the Annual Meeting, as reported by CTHagberg LLC, the Company’s independent Inspector of Election. The number of shares issued, outstanding and eligible to vote at the meeting as of the record date of March 21, 2024, was 83,355,930. Of the 72,026,423 shares present in person or represented by proxy at the meeting:
Proposal 1 - Election of Directors
The Company’s stockholders elected, with the respective votes set forth opposite their names, the following persons to the Company’s Board of Directors to hold office for a three-year term until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified:
| Director Nominees | For | Against | Abstain | Broker Non-Vote | ||||||||||
| Gretchen R. Haggerty | 38,389,701 | 24,563,968 | 6,873 | 9,065,881 | ||||||||||
| Jane A. Leipold | 40,597,134 | 22,355,988 | 7,420 | 9,065,881 | ||||||||||
Proposal 2 - Advisory Vote on Executive Compensation
The Company’s stockholders, by voting for a non-binding advisory proposal, approved the executive compensation of the Company’s named executive officers. Voting results on this proposal were as follows:
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 58,909,106 | 4,031,418 | 20,018 | 9,065,881 | ||||||||
Proposal 3 - Advisory Vote on the Frequency of Executive Compensation Votes
The Company’s stockholders, by voting for a non-binding advisory proposal, approved an annual frequency of an advisory vote on executive compensation. Based upon the results of the stockholder vote on the frequency of an advisory vote on executive compensation, the Company has decided to include an advisory stockholder vote on executive compensation annually in its proxy statement until the next required vote on the frequency of stockholder votes on executive compensation. Voting results on this proposal were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | ||||||||||
| 62,466,214 | 16,338 | 208,232 | 269,758 | 9,065,881 | ||||||||||
Proposal 4 - Ratification of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLC as the Company’s independent auditor for the fiscal year ending December 31, 2024. Voting results on this proposal were as follows:
| For | Against | Abstain | ||||||
| 71,996,591 | 17,896 | 11,936 | ||||||
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 thereunto duly authorized.
Atmus Filtration Technologies Inc.
By: | /s/ TIFFANY B. WILLIAMS | |||||||
Tiffany B. Williams | ||||||||
Assistant Corporate Secretary | ||||||||
May 17, 2024