UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resideo Technologies, Inc. (the “Company”) previously disclosed that Phillip Theodore transitioned to a new, non-executive officer position of Senior Vice President, Executive Advisor, effective December 5, 2023, in connection with a change in leadership of the Company’s Products & Solutions business. On May 31, 2024, Mr. Theodore’s employment was involuntarily terminated without cause under circumstances that entitle him to severance benefits as described in the Company’s Form 8-K filed December 5, 2023. In addition, in recognition of his service and efforts to facilitate a smooth transition of leadership through his employment in 2024, on May 20, 2024, the Compensation and Human Capital Management Committee approved payment to Mr. Theodore of a payout of his annual incentive opportunity, based on actual results for 2024, pro-rated for his period of employment in 2024.
At the Company’s Annual Meeting of Shareholders held on June 5, 2024, the Company’s shareholders approved the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Amended and Restated Plan”). The Amended and Restated Plan was approved by the Company’s Board of Directors (the “Board”) on March 22, 2024, subject to the approval of the Company’s shareholders, and became effective with such shareholder approval on June 5, 2024.
A description of the terms of the Amended and Restated Plan can be found in “Proposal 4: Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates” (pages 74 through 80) in the Company’s definitive proxy statement dated April 25, 2024, and filed with the Securities and Exchange Commission on April 23, 2024 (the “2024 Proxy Statement”), which description is incorporated by reference herein.
The foregoing description and the description incorporated by reference from the 2024 Proxy Statement are qualified in their entirety by reference to the Amended and Restated Plan.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The following matters set forth in the 2024 Proxy Statement were voted upon with the results indicated below.
| 1. | The nominees listed below were elected as directors with the respective votes set forth opposite their names: |
| Proposal 1 |
Shares For | Shares Against | Abstentions | Broker Non-Votes | ||||
| Roger Fradin |
117,527,882 | 12,669,841 | 354,081 | 7,934,769 | ||||
| Jay Geldmacher |
129,986,552 | 464,021 | 101,231 | 7,934,769 | ||||
| Paul Deninger |
129,981,744 | 464,340 | 105,720 | 7,934,769 | ||||
| Cynthia Hostetler |
128,002,243 | 2,455,249 | 94,312 | 7,934,769 | ||||
| Brian Kushner |
114,946,107 | 15,500,922 | 104,775 | 7,934,769 | ||||
| Jack Lazar |
105,757,695 | 24,689,056 | 105,053 | 7,934,769 | ||||
| Nina Richardson |
126,380,011 | 4,070,609 | 101,184 | 7,934,769 | ||||
| Andrew Teich |
127,015,740 | 3,431,893 | 104,171 | 7,934,769 | ||||
| Sharon Wienbar |
124,915,156 | 5,544,839 | 91,809 | 7,934,769 | ||||
| Kareem Yusuf |
128,548,425 | 1,893,855 | 109,524 | 7,934,769 |
| 2. | The non-binding advisory vote on executive compensation disclosed in the Company’s 2024 Proxy Statement was approved by the votes set forth below: |
| Shares For | Shares Against | Abstentions | Broker Non-Votes | |||||
| Proposal 2 |
104,981,121 | 25,402,940 | 167,743 | 7,934,769 |
| 3. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was approved by the votes set forth below: |
| Shares For | Shares Against | Abstentions | Broker Non-Votes | |||||
| Proposal 3 |
138,223,289 | 168,046 | 95,238 | — |
| 4. | Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates was approved by the votes set forth below: |
| Shares For | Shares Against | Abstentions | Broker Non-Votes | |||||
| Proposal 4 |
125,855,625 | 4,508,807 | 187,372 | 7,934,769 |
| 5. | The shareholder proposal regarding excessive severance pay was not approved by the votes set forth below: |
| Shares For | Shares Against | Abstentions | Broker Non-Votes | |||||
| Proposal 5 |
5,985,437 | 124,448,008 | 118,359 | 7,934,769 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| 10.1 | Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 23, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 7, 2024 | RESIDEO TECHNOLOGIES, INC. | |||||
| By: | /s/ Jeannine J. Lane | |||||
| Name: | Jeannine J. Lane | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||