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): February 20, 2024

__________________________________________ 

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.)

529 Pleasant Street

Attleboro, Massachusetts 02703, United States

(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:

☐ 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)

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

☐ 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 ☐ 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2024, the Board of Directors (the “Board”) of Sensata Technologies Holding plc (the “Company”) appointed John Mirshekari to serve as a director on the Board, effective March 1, 2024, and increased the size of the Board to 11 directors. At the same time, the Board appointed Mr. Mirshekari to serve on the Finance Committee and the Growth & Innovation Committee. Mr. Mirshekari does not have (i) any arrangements or understandings with any other person pursuant to which he was elected to serve as a director; (ii) any family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer; or (iii) any direct or indirect material interest in any transaction or series of transactions contemplated by Item 404(a) of Regulation S-K.

Mr. Mirshekari will receive the standard compensation paid by the Company to its non-employee directors. As part of this compensation, Mr. Mirshekari will receive, in amounts prorated to reflect his service through the date of the Company's 2024 Annual General Meeting of Shareholders, (i) an award of $175,000 of restricted stock units of the Company's common stock to be granted on March 1, 2024 in accordance with the Sensata’s Directors’ Compensation Policy, (ii) a Board cash retainer or $100,000, and (iii) a committee member cash retainer or $10,000 for each of the Finance Committee and Growth & Innovation Committee.

A copy of the press release announcing the appointment of Mr. Mirshekari to the Board is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	February 20, 2024 press release entitled "Sensata Technologies Appoints John Mirshekari to Its Board of Directors."
104	Cover Page Interactive Data File (embedded within inline XBRL document)

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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/ David K. Stott
Date:	February 20, 2024	Name: David K. Stott
		Title: Senior Vice President, General Counsel and Corporate Secretary

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EX-99.1

Sensata Technologies Appoints John Mirshekari to Its Board of Directors

SWINDON, United Kingdom, February 20, 2024 -- Sensata Technologies Holding plc (NYSE: ST) today announced that John Mirshekari has been appointed to Sensata’s Board of Directors and to serve on the Growth & Innovation Committee and the Finance Committee, effective March 1, 2024.

Mr. Mirshekari brings more than two decades of finance, investment and strategic execution experience to Sensata’s Board of Directors. He is the Founder and Managing Partner of M Partners Capital LLC, a private investment firm formed in 2023. Prior to forming M Partners, Mr. Mirshekari had an extensive career with Fidelity Investments, where he was a Portfolio Manager in the Equity division from 2010 until 2022. Mr. Mirshekari co-managed the Fidelity Value Fund, the Fidelity Low-Priced Stock Fund and several others.

“John brings decades of experience in business strategy, shareholder value creation and corporate governance, as well as an institutional investor,” said Andrew Teich, Chairman of the Board of Sensata. “John’s financial acumen further augments our Board's skills and expertise, and we are confident he will provide valuable perspectives as we continue to strengthen our financial position and prioritize our investments to capture the significant opportunities ahead of us. On behalf of our Board, we welcome John, and I am confident that he will be a great addition to the Sensata team.”

About Sensata Technologies

Sensata Technologies is a leading industrial technology company that develops sensors, sensor-based solutions, including controllers and software, and other mission-critical products to create valuable business insights for customers and end users. For more than 100 years, Sensata has provided a wide range of customized, sensor-rich solutions that address complex engineering requirements to help customers solve difficult challenges in the automotive, heavy vehicle & off-road, industrial and aerospace industries. With more than 21,000 employees and operations in 16 countries, Sensata’s solutions help to make products safer, cleaner and more efficient, electrified, and connected. For more information, please visit Sensata’s website at www.sensata.com.

	# # #
Media Contact:		Investor Contact:
Alexia Taxiarchos		Jacob Sayer
Vice President, Communications		Vice President, Finance
+1 (508) 236-1761		+1 (508) 236-1666
ataxiarchos@sensata.com		jsayer@sensata.com

XML

Cover	Feb. 20, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 20, 2024
Entity Registrant Name	SENSATA TECHNOLOGIES HOLDING PLC
Entity Central Index Key	0001477294
Amendment Flag	false
Entity Incorporation, State or Country Code	X0
Entity File Number	001-34652
Entity Tax Identification Number	98-1386780
Entity Address, Address Line One	529 Pleasant Street
Entity Address, City or Town	Attleboro
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02703
Entity Address, Country	US
City Area Code	+1(508)
Local Phone Number	236 3800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares - nominal value €0.01 per share
Trading Symbol	ST
Security Exchange Name	NYSE
Entity Emerging Growth Company	false