ESAB Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ESAB
Industrial Machinery/Components
Industrials
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 8, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||||||
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(Address of Principal Executive Offices) (Zip Code)
(301 ) 323-9099
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2025 Annual Meeting of Stockholders of ESAB Corporation (the “Company”) held on May 8, 2025 (the “Annual Meeting”), the Company’s stockholders approved the Amended and Restated ESAB Corporation 2022 Omnibus Incentive Plan (the “A&R 2022 Plan”). The A&R 2022 Plan was previously adopted by the Company’s Board of Directors (the “Board”) on February 27, 2025, subject to the approval of the Company’s stockholders.
The A&R 2022 Plan (i) enables consultants of the Company and its subsidiaries to receive grants under the A&R 2022 Plan, (ii) increases the aggregate annual limit on the grant date fair market value of awards made under the A&R 2022 Plan to non-employee directors, (iii) eliminates the limit on the number of shares of the Company’s common stock subject to awards that may be made to an individual grantee during any one fiscal year, (iv) extends the termination date of the A&R 2022 Plan until the 10-year anniversary of its effective date, unless terminated earlier in accordance with its terms, (v) makes certain edits to the recoupment provisions under the A&R 2022 Plan and (vi) revises certain definitions, deletes provisions that are no longer applicable due to changes in applicable tax law, and makes certain clarifying and administrative changes to facilitate the Company’s ability to efficiently grant awards and administer the A&R 2022 Plan. The A&R 2022 Plan does not increase the number of shares authorized for issuance under the A&R 2022 Plan.
A description of the A&R 2022 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 28, 2025 (the “Proxy Statement”), in the section entitled “Proposal 4: Approval of the Amended and Restated ESAB Corporation 2022 Omnibus Incentive Plan,” which description is incorporated herein by reference.
The foregoing summary description of the A&R 2022 Plan and the summary contained in the Proxy Statement, do not purport to be complete and are qualified in their entirety by the full text of the A&R 2022 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 8, 2025, the Company held the Annual Meeting at which four proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Proxy Statement. The final results for each proposal are set forth below:
Proposal 1: Election of Directors
The Company’s stockholders elected four Class III directors to the Board (to hold office until the Company’s 2026 Annual Meeting of stockholders and until their respective successors are elected and qualified). The votes regarding this proposal were as follows:
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Melissa Cummings | 55,878,009 | 1,765,438 | 19,296 | 770,549 | ||||||||||||||||||||||
Shyam P. Kambeyanda | 57,510,482 | 132,945 | 19,316 | 770,549 | ||||||||||||||||||||||
Robert S. Lutz | 55,874,668 | 1,765,597 | 22,478 | 770,549 | ||||||||||||||||||||||
Rajiv Vinnakota | 52,486,756 | 5,111,411 | 64,576 | 770,549 | ||||||||||||||||||||||
Proposal 2: Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The votes regarding this proposal were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
58,355,923 | 59,176 | 18,193 | – | |||||||||||||||||
Proposal 3: Advisory Vote on the Executive Compensation of the Named Executive Officers
The Company’s stockholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
55,281,104 | 2,354,537 | 27,102 | 770,549 | |||||||||||||||||
Proposal 4: Approval of the Amended and Restated ESAB Corporation 2022 Omnibus Incentive Plan
The Company’s stockholders approved the Amended and Restated ESAB Corporation 2022 Omnibus Incentive Plan. The votes regarding this proposal were as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
49,897,562 | 7,113,445 | 651,736 | 770,549 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL
# Indicates management contract or compensatory plan, contract or arrangement.
SIGNATURES
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: | May 14, 2025 | ESAB Corporation | ||||||||||||
| By: | /s/ Curtis E. Jewell | |||||||||||||
| Name: | Curtis E. Jewell | |||||||||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||||||||