0001477294-19-000069.txt : 20190530 0001477294-19-000069.hdr.sgml : 20190530 20190530165809 ACCESSION NUMBER: 0001477294-19-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190528 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190530 DATE AS OF CHANGE: 20190530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sensata Technologies Holding plc CENTRAL INDEX KEY: 0001477294 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 981386780 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34652 FILM NUMBER: 19867294 BUSINESS ADDRESS: STREET 1: INTERFACE HOUSE, INTERFACE BUSINESS PARK STREET 2: BINCKNOLL LANE, ROYAL WOOTTON BASSETT CITY: SWINDON STATE: X0 ZIP: SN4 8SY BUSINESS PHONE: 508-236-3800 MAIL ADDRESS: STREET 1: INTERFACE HOUSE, INTERFACE BUSINESS PARK STREET 2: BINCKNOLL LANE, ROYAL WOOTTON BASSETT CITY: SWINDON STATE: X0 ZIP: SN4 8SY FORMER COMPANY: FORMER CONFORMED NAME: Sensata Technologies Holding N.V. DATE OF NAME CHANGE: 20100226 FORMER COMPANY: FORMER CONFORMED NAME: Sensata Technologies Holding B.V. DATE OF NAME CHANGE: 20091120 8-K 1 form8k2019vote.htm FORM 8-K Document


 
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 28, 2019
 
__________________________________________ 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per share
ST
New York Stock Exchange
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 28, 2019. A total of 151,568,697 ordinary shares, or 93.77% 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
Paul B. Edgerley
 
111,724,785
 
26,063,168
 
10,571,108
 
3,209,636
Martha N. Sullivan
 
147,987,103
 
307,822
 
64,136
 
3,209,636
John P. Absmeier
 
148,097,922
 
195,133
 
66,006
 
3,209,636
James E. Heppelmann
 
146,998,169
 
1,294,999
 
65,893
 
3,209,636
Charles W. Peffer
 
147,453,109
 
839,946
 
66,006
 
3,209,636
Constance E. Skidmore
 
147,613,401
 
679,674
 
65,986
 
3,209,636
Andrew C. Teich
 
147,594,991
 
698,261
 
65,809
 
3,209,636
Thomas Wroe Jr.
 
146,999,698
 
1,294,208
 
65,155
 
3,209,636
Stephen M. Zide
 
121,871,150
 
18,045,797
 
8,442,114
 
3,209,636
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
144,790,294
 
3,474,604
 
94,163
 
3,209,636
This resolution was approved.
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
150,939,112
 
570,944
 
58,641
 
This resolution was approved.
4. Ordinary advisory resolution to approve the Director Compensation Report:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
145,022,954
 
3,251,597
 
84,510
 
3,209,636
This resolution was approved.
5. Ordinary resolution to approve the Director Compensation Policy:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
145,817,155
 
2,470,669
 
71,237
 
3,209,636
This resolution was approved.
6. Ordinary resolution to approve the reappointment of Ernst & Young LLP as the Company's U.K. statutory auditor:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
150,940,338
 
569,738
 
58,621
 
This resolution was approved.

7. 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
151,459,681
 
49,888
 
59,128
 
This resolution was approved.
8. Ordinary resolution to receive the Company's 2018 Annual Report and Accounts:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
151,193,065
 
8,174
 
367,458
 
This resolution was approved.
9. Special resolution to approve the form of share repurchase contracts and repurchase counterparties:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
147,525,095
 
3,628,604
 
414,998
 
This resolution was approved.
10. Ordinary resolution to authorize the Board of Directors to issue equity securities:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
151,287,186
 
221,454
 
60,057
 
This resolution was approved.
11. Special resolution to authorize the Board of Directors to issue equity securities without pre-emptive rights:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
101,773,941
 
49,732,723
 
62,033
 
This resolution was not approved.
12. Ordinary resolution to authorize the Board of Directors to issue shares under equity incentive plans:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
148,153,134
 
142,651
 
63,276
 
3,209,636
This resolution was approved.
13. Special resolution to authorize the Board of Directors to issue equity securities under our incentive plans without pre-emptive rights:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
148,147,550
 
145,498
 
66,013
 
3,209,636
This resolution was approved.





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 30, 2019
 
 
 
Name: Paul Vasington
 
 
 
 
Title: Executive Vice President and Chief Financial Officer