Sensata Technologies Holding plc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 10, 2024
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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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. | ||||
On June 10, 2024, Jennifer L. Slater, Executive Vice President, Performance Sensing, Vehicles Business Unit of Sensata Technologies Holding plc (the “Company”), informed the Company of her decision to resign as an executive officer of the Company to pursue other opportunities. Ms. Slater will remain with the Company until June 28, 2024 (the “Departure Date”) to help with the transition of her responsibilities. Ms. Slater’s decision to resign from the Company was not the result of any disagreement relating to the Company’s operations, policies or practices.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The Annual General Meeting of Shareholders (the "General Meeting") of Sensata Technologies Holding plc (the “Company”) was held on June 11, 2024. A total of 129,653,185 ordinary shares, or 86.01% of the total shares entitled to vote, were represented at the General Meeting in person or by proxy. Set forth below are the matters the shareholders voted on and the final voting results. The proposals below are described in detail in the Proxy Statement for the General Meeting previously filed with the Securities and Exchange Commission.
1. Ordinary resolution to approve the election of Directors:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
Andrew C. Teich | 118,917,189 | 4,343,831 | 47,906 | 6,344,259 | ||||||||||||||||||||||
John P. Absmeier | 122,548,417 | 712,577 | 47,932 | 6,344,259 | ||||||||||||||||||||||
| Daniel L. Black | 121,998,193 | 1,262,862 | 47,871 | 6,344,259 | ||||||||||||||||||||||
Lorraine A. Bolsinger | 121,561,084 | 1,700,155 | 47,687 | 6,344,259 | ||||||||||||||||||||||
John Mirshekari | 122,550,331 | 711,347 | 47,268 | 6,344,259 | ||||||||||||||||||||||
Constance E. Skidmore | 121,761,267 | 1,500,022 | 47,637 | 6,344,259 | ||||||||||||||||||||||
Steven A. Sonnenberg | 122,507,597 | 753,372 | 47,957 | 6,344,259 | ||||||||||||||||||||||
Martha N. Sullivan | 121,657,748 | 691,788 | 959,390 | 6,344,259 | ||||||||||||||||||||||
| Jugal Vijayvargiya | 122,032,272 | 1,228,186 | 48,468 | 6,344,259 | ||||||||||||||||||||||
Stephen M. Zide | 122,330,964 | 929,559 | 48,403 | 6,344,259 | ||||||||||||||||||||||
Each of the nominees was elected for a term of one year.
2. Ordinary advisory resolution to approve the compensation of our named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 119,178,275 | 3,913,006 | 217,645 | 6,344,259 | |||||||||||||||||
This resolution was approved.
3. Ordinary resolution to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2024:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 129,521,136 | 88,175 | 43,874 | — | |||||||||||||||||
This resolution was approved.
4. Ordinary advisory resolution to approve the Director Compensation Report:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 121,185,111 | 1,909,070 | 214,745 | 6,344,259 | |||||||||||||||||
This resolution was approved.
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5. Ordinary resolution to appoint Deloitte & Touche LLP as the Company's U.K. statutory auditor for fiscal year 2024:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 129,520,033 | 89,395 | 43,757 | — | |||||||||||||||||
This resolution was approved.
6. Ordinary resolution to authorize the Audit Committee, for and on behalf of the Board, to determine the Company's U.K. statutory auditor's reimbursement:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 129,592,474 | 13,945 | 46,766 | — | |||||||||||||||||
This resolution was approved.
7. Ordinary resolution to receive the Company's 2023 Annual Report and Accounts:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 128,994,977 | 10,993 | 647,215 | — | |||||||||||||||||
This resolution was approved.
8. Special resolution to approve the form of share repurchase contracts and repurchase counterparties:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 126,427,613 | 2,752,468 | 473,104 | — | |||||||||||||||||
This resolution was approved.
9. Ordinary resolution to authorize the Board of Directors, in accordance with section 551 of the U.K. Companies Act 2006, as amended (the "U.K. Companies Act"), to exercise all powers of the Company to issue equity securities:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 128,091,505 | 1,547,428 | 14,252 | — | |||||||||||||||||
This resolution was approved.
10. Special resolution to authorize the Board of Directors, in accordance with section 570 of the U.K. Companies Act, to issue equity securities without the rights of preemption provided by section 561 of the U.K. Companies Act:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 126,168,158 | 3,468,371 | 16,656 | — | |||||||||||||||||
This resolution was approved.
11. Ordinary resolution to authorize the Board of Directors, in accordance with section 551 of the U.K. Companies Act, to exercise all powers of the Company to issue equity shares under our equity incentive plans:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 123,048,232 | 208,184 | 52,510 | 6,344,259 | |||||||||||||||||
This resolution was approved.
12. Special resolution to authorize the Board of Directors, in accordance with section 570 of the U.K. Companies Act, to issue equity shares under our equity incentive plans without the rights of preemption provided by section 561 of the U.K. Companies Act:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 122,960,700 | 295,554 | 52,672 | 6,344,259 | |||||||||||||||||
This resolution was approved.
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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.
| SENSATA TECHNOLOGIES HOLDING PLC | |||||||||||||||||
| /s/ David K. Stott | |||||||||||||||||
| Date: | June 14, 2024 | Name: David K. Stott | |||||||||||||||
| Title: Senior Vice President, General Counsel and Corporate Secretary | |||||||||||||||||
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