8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 31, 2018

__________________________________________ 

SENSATA TECHNOLOGIES HOLDING PLC

(Exact name of Registrant as specified in its charter)

 __________________________________________

ENGLAND AND WALES	001-34652	98-1386780
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Interface House, Interface Business Park

Bincknoll Lane

Royal Wootton Bassett

Swindon SN4 8SY

United Kingdom

(Address of Principal executive offices, including Zip Code)

+1 (508) 236 3800

(Registrant's telephone number, including area code) 

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 filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

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 May 31, 2018. 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
Paul Edgerley	134,793,245	19,394,021	31,717	3,198,178
Martha Sullivan	153,961,394	225,267	32,322	3,198,178
James E. Heppelmann	153,720,619	466,464	31,900	3,198,178
Charles W. Peffer	153,877,855	309,104	32,024	3,198,178
Kirk P. Pond	154,039,763	147,259	31,961	3,198,178
Constance E. Skidmore	153,818,728	368,866	31,389	3,198,178
Andrew Teich	153,813,487	373,596	31,900	3,198,178
Thomas Wroe	153,823,530	280,204	115,249	3,198,178
Stephen Zide	133,647,666	20,539,670	31,647	3,198,178

Each of the nominees was elected for a term of one year.

2. Ordinary advisory resolution to approve executive compensation:

Votes For	Votes Against	Abstentions	Broker Non-Votes
153,395,424	677,009	146,550	3,198,178

3. Ordinary resolution to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm:

Votes For	Votes Against	Abstentions	Broker Non-Votes
156,787,084	516,540	113,537	—

4. Ordinary resolution to reappoint Ernst & Young LLP as the Company's U.K. statutory auditor:

Votes For	Votes Against	Abstentions	Broker Non-Votes
156,801,940	501,674	113,547	—

5.Ordinary resolution to authorize the Audit Committee, for and on behalf of the Board, to determine the Company's U.K. statutory auditor's remuneration:

Votes For	Votes Against	Abstentions	Broker Non-Votes
157,310,914	74,698	31,549	—

6. Ordinary resolution to receive the Sensata Technologies Holding N.V. 2017 Annual Report:

Votes For	Votes Against	Abstentions	Broker Non-Votes
157,146,914	8,147	262,100	—

7. Special resolution to approve the form of share repurchase contracts and repurchase counterparties:

Votes For	Votes Against	Abstentions	Broker Non-Votes
150,373,975	3,558,970	286,038	3,198,178

8. Ordinary resolution to authorize the Board of Directors to allot shares under the Company's equity incentive plans:

Votes For	Votes Against	Abstentions	Broker Non-Votes
153,926,259	251,798	40,926	3,198,178

9. Special resolution to authorize the Board of Directors to allot equity securities under the Company's equity incentive plans without pre-emptive rights:

Votes For	Votes Against	Abstentions	Broker Non-Votes
154,137,449	45,813	35,721	3,198,178

Item 8.01 Other Events.

On May 31, 2018, the Company issued a press release announcing that its Board of Directors has authorized a $400 million ordinary share repurchase program. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Sensata Technologies Holding plc dated May 31, 2018 announcing authorization of share repurchase program.

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/ Paul Vasington
Date: May 31, 2018	Name: Paul Vasington
	Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Sensata Technologies Holding plc dated May 31, 2018 announcing authorization of share repurchase program.

EX-99.1

Sensata Announces $400 Million Share Repurchase Program

SWINDON, United Kingdom, May 31, 2018 -- Sensata Technologies (NYSE:ST) announced today that its Board of Directors has authorized a $400 million ordinary share repurchase program. At the Company’s 2018 annual general meeting held earlier today, Sensata’s shareholders approved the forms of share repurchase agreements and the potential broker counterparties needed to execute the buyback program.

Martha Sullivan, President and CEO, stated, “We are pleased that our shareholders have endorsed our efforts to improve the flexibility and optionality of our capital deployment initiatives. Our share repurchase plan demonstrates our belief in our financial outlook and our ability to generate strong free cash flow, which we can deploy into value-creating initiatives for our shareholders. We will continue to pursue a returns-driven approach to capital deployment. The new repurchase program will augment our existing capital deployment strategies and enable us to drive attractive returns on invested capital over the long-term.”

The Company’s ordinary shares may be repurchased from time to time depending on market conditions or other factors through open market or privately negotiated transactions. In addition, repurchases of ordinary shares may be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time.

Sensata expects to seek shareholder approval of its share repurchase agreements and its broker counterparties on an annual basis.

About Sensata Technologies

Sensata Technologies is one of the world’s leading suppliers of sensing, electrical protection, control and power management solutions with operations and business centers in 12 countries.  Sensata’s products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, ventilation, and air conditioning, data, telecommunications, recreational vehicle, and marine applications. For more information, please visit Sensata’s website at www.sensata.com.

Safe Harbor Statement

Certain statements in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including the Company's plans with respect to share repurchases, involving, among other things, uncertainties inherent in business and financial planning. These forward- looking statements are based on certain assumptions and reflect the Company’s current expectations. As a result, these forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Risks and uncertainties related to the repurchase program include, but are not limited to, market conditions; the possibility that the repurchase program may be suspended or discontinued; and economic factors, such as interest rate and currency exchange rate fluctuations. Except as may be required by applicable law, the Company disclaims any obligation to update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made; and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether to reflect any future events or circumstances or otherwise. A further list and description of these risks, uncertainties and other factors can be found in the Company's 2017 Annual Report on Form 10-K and the Company’s subsequent filings with the Securities and Exchange Commission. Copies of these filings are available online at www.sec.gov or www.investors.sensata.com or on request from the Company’s Investor Relations department.

# # #

Investor Contact:	Media Contact:
Joshua Young	Alexia Taxiarchos
Vice President, Investor Relations	+1 (508) 236-1761
+1 (508) 236-2196	ataxiarchos@sensata.com
Joshua.young@sensata.com

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