Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The annual meeting of the stockholders ofMethode Electronics, Inc. ("Methode" or the "Company") was held onSeptember 14, 2022 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted to approve theMethode Electronics, Inc. 2022 Omnibus Incentive Plan (the "Plan"). A description of the terms and conditions of the Plan is set forth in "Proposal Two, Approval of theMethode Electronics, Inc. 2022 Omnibus Incentive Plan" in the Company's 2022 Proxy Statement filed with theSecurities and Exchange Commission onJuly 26, 2022 (the "Proxy Statement"), and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries only and are qualified in their entirety by the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders voted on and approved proposals to (i) elect twelve (12) directors to hold office until the next annual meeting of stockholders or until their successors are elected and qualified; (ii) approve the Plan; (iii) ratify the Audit Committee's selection ofErnst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year endingApril 29, 2023 and (iv) cast an advisory vote on named executive officer compensation. The voting results for each proposal were as follows: 1. Election of Directors: FOR AGAINST ABSTAIN Broker Non-Vote WALTER J ASPATORE 26,460,044 7,189,218 4,292 831,768 DAVID P. BLOM 33,000,121 641,293 12,140 831,768 THERESE M. BOBEK 32,967,132 678,014 8,408 831,768 BRIAN J. CADWALLADER 26,624,668 7,024,648 4,238 831,768 BRUCE K. CROWTHER 26,189,535 7,451,852 12,167 831,768 DARREN M. DAWSON 32,351,712 1,296,565 5,277 831,768 DONALD W. DUDA 33,322,716 326,697 4,141 831,768 JANIE GODDARD 33,214,744 430,504 8,306 831,768 MARY A. LINDSEY 33,249,920 400,013 3,621 831,768 ANGELO V. PANTALEO 33,293,278 350,978 9,298 831,768 MARK D. SCHWABERO 32,937,242 712,149 4,163 831,768 LAWRENCE B. SKATOFF 32,297,625 1,351,637 4,292 831,768 2. Approve the Plan: FOR AGAINST ABSTAIN Broker Non-vote 29,326,927 4,298,480 28,147 831,768
3.
FOR AGAINST ABSTAIN 33,505,977 972,956 6,389
4. Advisory approval of the Company's named executive officer compensation:
FOR AGAINST ABSTAIN Broker Non-vote 25,508,824 8,092,136 52,594 831,768
Item 9.01 Financial Statements and Exhibits.
d) Exhibits: Exhibit Number Description 10.1Methode Electronics, Inc. 2022 Omnibus Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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