8-K 1 lin_8k.htm CURRENT REPORT Blueprint
 
 

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): July 26, 2019
 
Linde plc
(Exact name of registrant as specified in its charter)
 
Ireland
 
001-38730
 
98-1448883
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
The Priestley Centre
10 Priestley Road
Surrey Research Park
Guildford, Surrey GU2 7XY
United Kingdom
(Address of principal executive offices) (Zip Code)
 
+44 1483 242200
(Registrant’s telephone numbers, including area code)
 
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))
 
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
 
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.
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
Ordinary shares (€0.001 nominal value per share)
 
LIN
 
New York Stock Exchange
 

 

 
 
ITEM 5.07    Submission of Matters to a Vote of Security Holders
 
The Annual General Meeting of Shareholders of Linde plc was held on July 26, 2019 (the “AGM”), at which shareholders voted upon the items set forth below. The total number of shares that were present or represented by proxy at the Annual Meeting was 428,237,560, which was 78.87% of the shares outstanding and entitled to vote and which constituted a quorum. The final voting results of the items submitted to a vote of the shareholders are set forth below.
 
Proposal 1
 
The twelve nominees for election as a director were elected to serve until the 2020 annual general meeting of shareholders and until his or her successor is elected and qualified. The vote results were as follows:
 
Director Nominees
 
Shares For
 
 
Shares Against
 
 
Shares Abstained
 
 
Broker Non-Votes
 
 
% of Votes
Cast For
 
Prof. Dr. Wolfgang Reitzle
  398,069,214 
  14,446,001 
  462,957 
  15,259,316 
  96.50%
Stephen F. Angel
  411,087,498 
  1,340,162 
  550,584 
  15,259,316 
  99.68%
Prof DDr. Ann-Kristin Achleitner
  410,009,363 
  2,517,977 
  450,904 
  15,259,316 
  99.39%
Prof. Dr. Clemens A.H. Börsig
  400,870,622 
  2,972,895 
  9,134,727 
  15,259,316 
  99.26%
Dr. Nance K. Dicciani
  406,161,138 
  6,377,667 
  439,439 
  15,259,316 
  98.45%
Dr. Thomas Enders
  410,552,750 
  1,968,303 
  457,191 
  15,259,316 
  99.52%
Franz Fehrenbach
  401,378,456 
  11,035,630 
  564,158 
  15,259,316 
  97.32%
Edward G. Galante
  401,172,770 
  11,267,027 
  538,447 
  15,259,316 
  97.27%
Larry D. McVay
  410,594,702 
  1,865,291 
  518,251 
  15,259,316 
  99.55%
Victoria E. Ossadnik
  406,500,335 
  5,965,534 
  512,375 
  15,259,316 
  98.55%
Prof. Dr. Martin H. Richenhagen
  283,394,169 
  128,550,429 
  1,033,646 
  15,259,316 
  68.79%
Robert L. Wood
  406,712,580 
  5,453,560 
  812,104 
  15,259,316 
  98.68%
 
Proposal 2a
 
Shareholders ratified, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers (“PWC”) as the independent auditor, by the votes set forth below.
 
Shares Voted For
 
Shares Voted Against
 
Shares Abstained
 
Broker Non-Votes
415,473,740
 
11,937,907
 
825,605
 
0
(97.02% of votes cast)
 
(2.79% of votes cast)
 
 
 
 
 
 

2
 
 
Proposal 2b
 
Shareholders approved the authorization of the Board, acting through the Audit Committee, to determine PWC’s remuneration, by the votes set forth below.
 
Shares Voted For
 
Shares Voted Against
 
Shares Abstained
 
Broker Non-Votes
424,266,368
 
2,893,769
 
1,077,115
 
0
(99.07% of votes cast)
 
(0.68% of votes cast)
 
 
 
 
 
Proposal 3
 
Shareholders approved the determination of the price range at which Linde plc can re-allot shares that it acquires as treasury shares under Irish law as disclosed in the 2019 proxy statement by the votes set forth below.
 
Shares Voted For
 
Shares Voted Against
 
Shares Abstained
 
Broker Non-Votes
423,656,245
 
2,274,831
 
2,306,176
 
0
(98.93% of votes cast)
 
(0.53% of votes cast)
 
 
 
 
 
Proposal 4
 
Shareholders approved, on an advisory and non-binding basis, the compensation of Linde plc’s Named Executive Officers as disclosed in the 2019 proxy statement, by the votes set forth below.
 
Shares Voted For
 
Shares Voted Against
 
Shares Abstained
 
Broker Non-Votes
376,289,403
 
34,565,738
 
2,122,795
 
15,259,316
(91.12% of votes cast)
 
(8.03% of votes cast)
 
 
 
 
 
Proposal 5
 
Shareholders recommended, on an advisory and non-binding basis, by the votes set forth below, that future advisory votes on Named Executive Officer compensation should be held annually.
 
Based upon these results, which were consistent with the Board’s recommendation, the Board has determined that Linde plc will hold an advisory vote on Named Executive Officer compensation annually until the next vote on the frequency of holding such advisory votes
 
Shares Voted
For 1 Year
 
Shares Voted
For 2 Years
 
Shares Voted
For 3 Years
 
Shares
Abstained
 
Broker
Non-Votes
408,342,162
 
421,807
 
2,332,963
 
1,881,312
 
15,259,316
(98.9% of votes cast)
 
(0.1% of votes cast)
 
(0.5% of votes cast)
 
 
 
 
 
 

3
 
 
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.
 
 
LINDE PLC
 
 
 
 
 
Date: July 30, 2019
By:  
/s/ Guillermo Bichara  
 
 
Name:
Guillermo Bichara
 
 
Title:
General Counsel
 
 
 
 
 
 

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