SPX Technologies Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SPXC
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 14, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||||||||
| of incorporation) | File Number) | Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (980 ) 474-3700
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered | ||||||
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).
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 14, 2024, following the adjournment of the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of SPX Technologies, Inc. (the “Company”) at which the Company’s stockholders approved the amendments to the Company’s Amended and Restated Certificate of Incorporation as specified in Item 5.07 of this report (collectively, the “Charter Amendments”), the Company filed with the Delaware Secretary of State a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the Charter Amendments. Upon such filing, the Charter Amendments became effective. The Charter Amendments are described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 4, 2024 (the “2024 Proxy Statement”).
Following the effectiveness of the Charter Amendments, on May 14, 2024, the Company’s Board of Directors approved an amendment and restatement of the Company’s amended and restated by-laws, which effected amendments to provisions of the by-laws otherwise inconsistent with the provisions of the Charter Amendments to conform to the provisions of the Charter Amendments and corrections to internal section references. The foregoing description of the amendments to the amended and restated by-laws is qualified in its entirety by reference to the full text of the amended and restated by-laws which is filed as Exhibit 3.3 to this report and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on May 14, 2024. At the Annual Meeting, the proposals listed below were submitted to a vote of the stockholders. The proposals are described in the 2024 Proxy Statement. The voting results for each proposal are set forth below.
As of the record date for the Annual Meeting, there were 46,251,821 shares of common stock of the Company (“Common Stock”) outstanding and entitled to vote on each matter presented at the Annual Meeting. At the Annual Meeting, 44,608,426 shares of common stock, or approximately 96.45% of the outstanding shares of Common Stock entitled to vote, were represented in person or by proxy.
Proposal 1: Election of directors.
Director Nominee | Term Expiring | For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||
| Ruth G. Shaw | 2027 | 40,384,225 | 2,849,670 | 24,690 | 1,349,841 | |||||||||||||||||||||||||||
Robert B. Toth | 2027 | 43,071,190 | 152,040 | 35,355 | 1,349,841 | |||||||||||||||||||||||||||
Angel Shelton Willis | 2027 | 43,064,268 | 121,715 | 72,602 | 1,349,841 | |||||||||||||||||||||||||||
Each of the above-listed nominees was elected as a director for a term expiring at the Company's annual meeting of stockholders to be held in 2027.
Proposal 2: Approval of named executive officers’ compensation as disclosed in the 2024 Proxy Statement, on a non-binding advisory basis (“Say-on-Pay”).
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| 42,030,376 | 1,160,756 | 67,453 | 1,349,841 | |||||||||||||||||||||||
A majority of votes cast in the advisory vote were for approval of the compensation of the Company’s named executive officers and, accordingly, the Company’s stockholders approved the Company’s named executive officers’ compensation as disclosed in the 2024 Proxy Statement, on a non-binding advisory basis.
Proposal 3: Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the annual election of the Board of Directors.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| 43,185,959 | 42,837 | 29,789 | 1,349,841 | |||||||||||||||||||||||
2
Votes representing at least 80% of the voting power of all shares of Common Stock outstanding on the record date for the Annual Meeting and entitled to vote generally in the election of directors were cast in favor of approval of this amendment to the Company’s Amended and Restated Certificate of Incorporation and accordingly such amendment was approved by the stockholders.
Proposal 4: Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by recent amendments to Delaware law.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| 38,120,572 | 5,087,544 | 50,469 | 1,349,841 | |||||||||||||||||||||||
Votes representing a majority of the voting power of all shares of Common Stock outstanding on the record date for the Annual Meeting and entitled to vote generally in the election of directors were cast in favor of approval of this amendment to the Company’s Amended and Restated Certificate of Incorporation and accordingly such amendment was approved by the stockholders.
Proposal 5: Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to add a Delaware forum selection provision for certain legal actions.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| 39,276,569 | 3,917,981 | 64,035 | 1,349,841 | |||||||||||||||||||||||
Votes representing a majority of the voting power of all shares of Common Stock outstanding on the record date for the Annual Meeting and entitled to vote generally in the election of directors were cast in favor of approval of this amendment to the Company’s Amended and Restated Certificate of Incorporation and accordingly such amendment was approved by the stockholders.
Proposal 6: Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to add a federal forum selection provision for claims under the Securities Act of 1933, as amended.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| 37,571,169 | 5,622,864 | 64,552 | 1,349,841 | |||||||||||||||||||||||
Votes representing a majority of the voting power of all shares of Common Stock outstanding on the record date for the Annual Meeting and entitled to vote generally in the election of directors were cast in favor of approval of this amendment to the Company’s Amended and Restated Certificate of Incorporation and accordingly such amendment was approved by the stockholders.
Proposal 7: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024.
For | Against | Abstain | ||||||||||||||||||
| 43,851,590 | 712,735 | 44,101 | ||||||||||||||||||
As a result, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was ratified.
3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |||||||
3.1 | ||||||||
3.2 | ||||||||
| 3.3 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
4
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.
| SPX TECHNOLOGIES, INC. | ||||||||
| (Registrant) | ||||||||
| Date: May 14, 2024 | By: | /s/ John W. Nurkin | ||||||
| John W. Nurkin | ||||||||
| Vice President, General Counsel and Secretary | ||||||||
5