8-K 1 form8-k_3x4x15.htm 8-K Form8-K_3-4-15


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): March 4, 2015 (March 4, 2015)
 
TYCO INTERNATIONAL PLC
(Exact Name of Registrant as Specified in its Charter)

Ireland
 
98-0390500
(Jurisdiction of Incorporation)
 
(IRS Employer Identification Number)
 
001-13836
(Commission File Number)
 
Unit 1202, Building 1000, City Gate
Mahon, Cork, Ireland
(Address of Principal Executive Offices, including Zip Code)
353-21-423-5000
(Registrant’s Telephone Number, 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:
 
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))




Item 5.07
Submission of Matters to a Vote of Security Holders
The 2015 Annual General Meeting of Shareholders of Tyco International plc (the “Company”) was held on March 4, 2015 in Dublin, Ireland. At the meeting, the holders of 363,779,033 registered shares of the Company’s common stock were represented in person or by proxy, constituting a quorum. At the meeting, shareholders voted on the following proposals and cast their votes as described below. The proposals are described in detail in the Company’s definitive proxy statement dated January 15, 2015. The vote results detailed below represent final results as certified by the Inspector of Elections.

Proposal No. 1 – Election of the Board of Directors

Proposal No. 1 was the election, by separate resolutions, of each member of the Board of Directors. The following individuals were elected to serve on the Board of Directors until the conclusion of the next annual general meeting.

Name
For
Against
Abstain
Broker Non-Vote
Edward D. Breen
341,357,086
1,834,200
1,521,578
19,066,169
Herman E. Bulls
342,820,713
361,189
1,530,962
19,066,169
Michael E. Daniels
342,764,733
415,394
1,532,737
19,066,169
Frank M. Drendel
342,909,478
269,836
1,533,550
19,066,169
Brian Duperreault
341,537,703
1,641,524
1,533,637
19,066,169
Rajiv L. Gupta
339,979,784
3,193,007
1,540,073
19,066,169
George R. Oliver
342,257,892
926,593
1,528,379
19,066,169
Brendan R. O’Neill
341,606,021
1,576,300
1,530,543
19,066,169
Jürgen Tinggren
342,923,921
255,040
1,533,903
19,066,169
Sandra S. Wijnberg
340,411,267
2,789,143
1,512,454
19,066,169
R. David Yost
340,799,136
2,397,606
1,516,122
19,066,169

Proposal No. 2.a – Ratify Appointment of Independent Auditors

Proposal No. 2.a was a management proposal to ratify the appointment of Deloitte & Touche LLP as the independent auditors of the Company. This proposal was approved by the requisite vote.

For
Against
Abstain
360,768,488
1,493,913
1,516,632

Proposal No. 2.b – Authorize the Audit Committee to set the Auditors’ Remuneration

Proposal No. 2.b was a management proposal to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration. This proposal was approved by the requisite vote.

For
Against
Abstain
360,333,833
1,772,408
1,672,792








Proposal No. 3 – Authorize the Company to make Market Purchases of Company Shares
Proposal No. 3 was a management proposal to authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares. This proposal was approved by the requisite vote.
For
Against
Abstain
361,097,429
1,001,354
1,680,250


Proposal No. 4 – Determine the Price Range at which the Company can Reissue Treasury Shares
Proposal No. 4 was a management proposal to determine the price range at which the Company can reissue shares that it holds as treasury shares. This proposal was approved by the requisite vote.

For
Against
Abstain
360,315,631
1,704,023
1,759,379


Proposal No. 5 – Advisory Vote on Executive Compensation

Proposal No. 5 was a management proposal to hold a non-binding advisory vote on the compensation of the Company’s executives, as described in the Proxy Statement. This proposal was approved by the requisite vote.

For
Against
Abstain
Broker Non-Vote
335,385,814
7,300,328
2,026,722
19,066,169








 




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.
 
 
TYCO INTERNATIONAL PLC
 
(Registrant)
 
 
 
 
By:
 
 
 
 
Andrea Goodrich
 
 
Vice-President and Corporate Secretary
 
 
 
 
 
 
Date: March 4, 2015