Team Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$TISI
Other Consumer Services
Consumer Discretionary
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 22, 2024
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281 ) 331-6154
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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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Preferred Stock Purchase Rights | N/A | New York Stock Exchange | ||||||
Indicate by check mark whether 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 ¨
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 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
Team, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders on May 22, 2024 (the “Annual Meeting”) where the Company’s shareholders considered four proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 10, 2024. At the Annual Meeting, the nominees for election as directors set forth in Proposal One were each re-elected and Proposals Two through Four were each approved. The matters voted upon at the Annual Meeting and the results of the votes were as follows:
Proposal One: Election of Directors
The Company’s shareholders elected three Class II directors to the Board of Directors of the Company (the “Board”) to each serve for a three-year term expiring at the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified.
| Nominee | Votes For | Withheld | Broker Non-Vote | ||||||||
| Michael J. Caliel | 2,183,548 | 88,017 | 541,950 | ||||||||
| Pamela J. McGinnis | 2,186,743 | 84,822 | 541,950 | ||||||||
| Edward J. Stenger | 2,159,454 | 112,111 | 541,950 | ||||||||
Proposal Two: Advisory Vote on Named Executive Officer Compensation
The Company’s shareholders approved, on an advisory basis, named executive officer compensation for fiscal year 2024.
Votes For | Votes Against | Abstentions | Broker Non-Vote | ||||||||
| 2,117,810 | 102,550 | 51,205 | 541,950 | ||||||||
Proposal Three: Approval of the second amendment and restatement of the Team, Inc. 2018 Equity Incentive Plan
The Company’s shareholders approved the second amendment and restatement of the Team, Inc. 2018 Equity Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Vote | ||||||||
| 2,115,657 | 105,633 | 50,275 | 541,950 | ||||||||
Proposal Four: Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2024
The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Votes For | Votes Against | Abstentions | ||||||
| 2,718,357 | 7,259 | 87,895 | ||||||
| Exhibit number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEAM, Inc. | ||||||||
| By: | /s/ André C. Bouchard | |||||||
| André C. Bouchard | ||||||||
| Executive Vice President, Administration, Chief Legal Officer and Secretary | ||||||||
Dated: May 24, 2024