STRATTEC SECURITY CORPORATION filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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 (§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
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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.
Approval of STRATTEC SECURITY CORPORATION 2024 Equity Incentive Plan
On October 23, 2024, STRATTEC SECURITY CORPORATION (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved the STRATTEC SECURITY CORPORATION 2024 Equity Incentive Plan (the “2024 Plan”). Under the 2024 Plan, the Company may grant equity-based incentive awards to non-employee directors, officers, and other eligible participants. A total of 550,000 shares of the Company’s common stock are reserved for issuance under the 2024 Plan. The awards available for grant under the 2024 Plan include stock options, stock appreciation rights, restricted shares of common stock, and restricted stock units. The 2024 Plan will be administered by the Compensation Committee of the Board of Directors and will expire on October 23, 2034.
The foregoing summary of the 2024 Plan is qualified in its entirety by reference to the detailed summary of the 2024 Plan set forth in the section “Proposal No. 4 - Approval and Adoption of the STRATTEC SECURITY CORPORATION 2024 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 20, 2024 (the “Proxy Statement”) and to the full text of the 2024 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 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
Approval of Amendment to the Amended and Restated Articles of Incorporation
On October 23, 2024, the shareholders of the Company approved and the Board of Directors adopted an Amendment to the Amended and Restated Articles of Incorporation which eliminates the classification of the Board of Directors so that each director will stand for election annually. Prior to this amendment, the Amended and Restated Articles of Incorporation required the Board of Directors to be divided into three classes, as nearly equal in number as possible, as determined by the Board of Directors; each class of directors previously served staggered, three-year terms, with the term of office of one class expiring each year. The Amendment to the Amended and Restated Articles of Incorporation was filed with the Secretary of State of the State of Wisconsin on October 23, 2024, and is effective as of October 23, 2024. A copy of the Amendment of the Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K in its entirety and is incorporated herein by reference.
Approval of Amended and Restated By-Laws
On October 23, 2024, the Board of Directors adopted Amended and Restated By-Laws which (i) incorporated certain amendments to the Company’s By-Law as adopted by the Board of Directors on August 21, 2024, which amended Section 2.01 of Article II of the By-Laws to revise the periods during which advance notice of certain shareholder proposals and certain shareholder nominations of directors must be provided in connection with annual and certain special meetings of shareholders, and (ii) revised Section 3.02 to provide for annual terms of elections of directors. The amendments to Section 3.01 of the By-Laws are consistent with the adoption of the Amendment to the Amended and Restated Articles of Incorporation, described above, which the shareholders of the Company approved on October 23, 2024. The Amended and Restated By-Laws are effective as of October 23, 2024. A copy of the Amended and Restated By-Laws is filed as Exhibit 3.2 to this Current Report on Form 8-K in its entirety and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of the close of business on August 21, 2024, the record date for the Annual Meeting, 4,102,852 common shares were outstanding and entitled to vote. At the Annual Meeting, 3,987,335, or approximately 97.19%, of the outstanding common shares entitled to vote were represented in person or by proxy, including 957,569 broker non-votes. At the Annual Meeting, the shareholders of the Company voted as set forth below on the following proposals, each of which is described in detail in the Company’s Proxy Statement.
Proposal No. 1. Approve Amendment to Amended and Restated Articles of Incorporation.
The Company’s shareholders approved the amendment to the Company’s Amended and Restated Articles of Incorporation set forth in the section “Proposal No. 1 – Amendment of Articles” in the Proxy Statement, with 72.84% of the total eligible shares voted being cast “for” the proposal. Voting results on this proposal were as follows:
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2,988,652 |
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Against |
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7,536 |
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Abstain |
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497 |
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Broker Non-Votes |
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0 |
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Proposal No. 2. Election of Directors.
The Company’s shareholders elected, with the respective votes set forth opposite their names, the following persons to the Company’s Board of Directors to hold office until the 2025 annual meeting of shareholders or until their successors are duly elected and qualified:
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Tina Chang |
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2,911,722 |
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83,680 |
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1,283 |
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Thomas J. Florsheim, Jr. |
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2,948,095 |
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47,306 |
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1,284 |
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0 |
F. Jack Liebau, Jr. |
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2,940,162 |
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55,239 |
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1,284 |
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0 |
Bruce M. Lisman |
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2,952,803 |
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42,566 |
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1,316 |
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Jennifer L. Slater |
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2,988,432 |
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6,974 |
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1,279 |
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Matteo Anversa |
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2,988,662 |
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6,694 |
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1,329 |
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0 |
Proposal No. 3. Advisory Vote to Approve Executive Compensation.
The Company’s shareholders, by adopting a non-binding advisory resolution, approved the 2023 compensation of the Company’s named executive officers, with 78.55% of the shares voted with respect to the proposal being cast “for” the proposal. Voting results on this proposal were as follows:
For |
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2,354,020 |
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Against |
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499,545 |
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Abstain |
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143,120 |
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Broker Non-Vote |
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0 |
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Proposal No. 4. Approve 2024 Equity Incentive Plan.
The Company’s shareholders approved the adoption of the STRATTEC SECURITY CORPORATION 2024 Equity Incentive Plan, with 61.10% of the total eligible shares voted being cast “for” the proposal. Voting results on this proposal were as follows:
For |
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2,506,913 |
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Against |
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484,653 |
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Abstain |
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5,119 |
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Broker Non-Vote |
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0 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description |
3.1* |
Amendment to Amended and Restated Articles of Incorporation (effective October 23, 2024) |
3.2* |
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10.1* (1) |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
(1) Management contract or compensatory plan or arrangement
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.
STRATTEC SECURITY CORPORATION
By: /s/ Dennis P. Bowe
Dennis P. Bowe, Vice President and
Chief Financial Officer
Date: October 23, 2024