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 18, 2017
__________________________________________
SENSATA TECHNOLOGIES HOLDING N.V.
(Exact name of Registrant as specified in its charter)
__________________________________________
The Netherlands | 001-34652 | 98-0641254 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
Jan Tinbergenstraat 80, 7559 SP Hengelo
The Netherlands
(Address of Principal executive offices, including Zip Code)
31-74-357-8000
(Registrant's telephone number, including area code)
(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 N.V. (the “Company”) was held on May 18, 2017. 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. Election of Directors:
Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
Paul Edgerley | 125,563,000 | 19,780,044 | 3,096,367 | |||
Martha Sullivan | 145,138,050 | 204,994 | 3,096,367 | |||
Beda Bolzenius | 145,216,599 | 126,445 | 3,096,367 | |||
James E. Heppelmann | 145,171,069 | 171,975 | 3,096,367 | |||
Charles W. Peffer | 145,048,616 | 294,428 | 3,096,367 | |||
Kirk P. Pond | 144,757,565 | 585,479 | 3,096,367 | |||
Constance E. Skidmore | 145,246,754 | 96,290 | 3,096,367 | |||
Andrew Teich | 145,171,320 | 171,724 | 3,096,367 | |||
Thomas Wroe | 145,127,469 | 215,575 | 3,096,367 | |||
Stephen Zide | 125,924,625 | 19,418,419 | 3,096,367 | |||
Each of the nominees was elected for a term of one year.
2. To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
148,029,072 | 347,488 | 62,851 | — | |||
3. To adopt the Company’s Dutch statutory annual accounts for the fiscal year ended December 31, 2016:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
148,239,557 | 20,690 | 179,164 | — | |||
4. To discharge members of the Company’s Board of Directors from certain liabilities for the fiscal year ended December 31, 2016:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
145,120,550 | 186,875 | 35,619 | 3,096,367 | |||
5. To extend to the Company's Board of Directors the authority to repurchase up to 10% of the outstanding ordinary shares in the capital of the Company for 18 months from the date of the General Meeting:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
146,820,581 | 275,344 | 1,343,486 | — | |||
6. To approve executive compensation on an advisory basis:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
143,554,774 | 1,698,720 | 89,550 | 3,096,367 | |||
7. To amend the Company's Articles of Association to change its registered office to Hengelo, the Netherlands:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
145,295,972 | 16,102 | 30,970 | 3,096,367 | |||
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 N.V. | ||||
/s/ Paul Vasington | ||||
Date: May 23, 2017 | Name: Paul Vasington | |||
Title: Executive Vice President and Chief Financial Officer | ||||