Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual General Meeting of Shareholders of
At the AGM, shareholders of the Company approved the Company's Amended and
Restated Employee Stock Purchase Plan ("ESPP") to increase the number of shares
available under the ESPP by an additional 3 million shares. For additional
information regarding approval of the ESPP, see the Proxy Statement for the AGM
filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the AGM, shareholders voted on the agenda items described below.
Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company's solicitation.
A total of 292,435,673 registered shares (88.38% of 330,871,866 registered
shares outstanding and entitled to vote as of
Agenda Item No. 1. Election of thirteen (13) directors:
1.1Pierre R. Brondeau
A total of 244,701,381 shares (80.73%) were voted for and 53,650,338 shares (19.27%) were counted as voted against this director. Additionally, there were 2,028,081 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.2Terrence R. Curtin
A total of 277,342,925 shares (99.16%) were voted for and 2,361,135 shares (0.84%) were counted as voted against this director. Additionally, there were 675,740 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.3
A total of 276,604,364 shares (98.89%) were voted for and 3,093,114 shares (1.11%) were counted as voted against this director. Additionally, there were 682,322 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.4Lynn A. Dugle
A total of 278,329,927 shares (99.51%) were voted for and 1,372,011 shares (0.49%) were counted as voted against this director. Additionally, there were 677,862 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.5William A. Jeffrey
A total of 277,172,630 shares (99.10%) were voted for and 2,522,371 shares (0.90%) were counted as voted against this director. Additionally, there were 684,799 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.6Thomas J. Lynch
A total of 244,742,820 shares (87.50%) were voted for and 34,975,019 shares (12.50%) were counted as voted against this director. Additionally, there were 661,961 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.7Heath A. Mitts
A total of 263,735,996 shares (94.29%) were voted for and 15,963,414 shares (5.71%) were counted as voted against this director. Additionally, there were 680,390 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.8 Yong Nam
A total of 277,632,273 shares (99.26%) were voted for and 2,069,262 shares (0.74%) were counted as voted against this director. Additionally, there were 678,265 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.9Daniel J. Phelan
A total of 269,027,999 shares (96.19%) were voted for and 10,665,983 shares (3.81%) were counted as voted against this director. Additionally, there were 685,818 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.10Abhijit Y. Talwalkar
A total of 246,221,387 shares (88.03%) were voted for and 33,469,755 shares (11.97%) were counted as voted against this director. Additionally, there were 688,658 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.11Mark C. Trudeau
A total of 275,802,916 shares (98.61%) were voted for and 3,885,556 shares (1.39%) were counted as voted against this director. Additionally, there were 691,328 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.12Dawn C. Willoughby
A total of 278,912,354 shares (99.72%) were voted for and 789,020 shares (0.28%) were counted as voted against this director. Additionally, there were 678,426 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.13Laura H. Wright
A total of 279,539,985 shares (99.94%) were voted for and 159,529 shares (0.06%) were counted as voted against this director. Additionally, there were 680,286 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 2. Election ofThomas J. Lynch as the Chairman of the Board of Directors:
A total of 247,288,299 shares (88.42%) were voted for and 32,398,271 shares
(11.58%) were counted as voted against the election of
Agenda Item No. 3. Election of the individual members of the
3.1Daniel J. Phelan
A total of 269,863,378 shares (96.49%) were voted for and 9,810,540 shares
(3.51%) were counted as voted against the election of this director as a member
of the
3.2Abhijit Y. Talwalkar
A total of 253,823,616 shares (90.76%) were voted for and 25,844,358 shares
(9.24%) were counted as voted against the election of this director as a member
of the
3.3Mark C. Trudeau
A total of 276,078,012 shares (98.72%) were voted for and 3,588,998 shares
(1.28%) were counted as voted against the election of this director as a member
of the
3.4Dawn C. Willoughby
A total of 279,407,927 shares (99.90%) were voted for and 273,703 shares (0.10%)
were counted as voted against the election of this director as a member of the
Agenda Item No. 4. Election of Dr.
A total of 291,185,124 shares (99.82%) were voted for and 516,573 shares (0.18%) were counted as voted against this proposal. Additionally, there were 733,976 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 5.1. Approval of the 2020 Annual Report of
A total of 291,121,176 shares (99.83%) were voted for and 487,573 shares (0.17%) were counted as voted against this proposal. Additionally, there were 826,924 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 5.2. Approval of the statutory financial statements of
A total of 291,128,074 shares (99.84%) were voted for and 472,656 shares (0.16%) were counted as voted against this proposal. Additionally, there were 834,943 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 5.3. Approval of the consolidated financial statements of
A total of 291,128,075 shares (99.84%) were voted for and 474,133 shares (0.16%) were counted as voted against this proposal. Additionally, there were 833,465 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 6. Release of the members of the Board of Directors and
executive officers of TE for their activities during the fiscal year ended
A total of 277,219,598 shares (99.41%) were voted for and 1,657,043 shares (0.59%) were counted as voted against this proposal. Additionally, there were 1,503,159 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 7.1. Election of
A total of 288,915,193 shares (99.02%) were voted for and 2,871,349 shares (0.98%) were counted as voted against this proposal. Additionally, there were 649,131 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 7.2. Election of
A total of 289,947,193 shares (99.37%) were voted for and 1,834,079 shares (0.63%) were counted as voted against this proposal. Additionally, there were 654,401 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 7.3. Election of
A total of 291,574,371 shares (99.93%) were voted for and 213,742 shares (0.07%) were counted as voted against this proposal. Additionally, there were 647,560 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 8. Advisory vote to approve named executive officer compensation:
A total of 264,038,459 shares (94.50%) were voted for and 15,376,647 shares (5.50%) were counted as voted against this proposal. Additionally, there were 964,694 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 9. Binding vote to approve fiscal year 2022 maximum aggregate compensation amount for executive management:
A total of 275,664,164 shares (98.83%) were voted for and 3,260,474 shares (1.17%) were counted as voted against this proposal. Additionally, there were 1,455,162 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 10. Binding vote to approve fiscal year 2022 maximum aggregate compensation amount for the Board of Directors:
A total of 278,341,027 shares (99.79%) were voted for and 587,714 shares (0.21%) were counted as voted against this proposal. Additionally, there were 1,451,059 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 11. Approval of the carryforward of unappropriated accumulated
earnings at
A total of 291,442,321 shares (99.90%) were voted for and 284,916 shares (0.10%) were counted as voted against this proposal. Additionally, there were 708,436 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 12. Approval of a dividend payment to shareholders equal to
A total of 291,578,893 shares (99.93%) were voted for and 215,793 shares (0.07%) were counted as voted against this proposal. Additionally, there were 640,987 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 13. Approval of a reduction of share capital for shares acquired under TE's share repurchase program and related amendments to the articles of association:
A total of 291,605,429 shares (99.95%) were voted for and 148,391 shares (0.05%) were counted as voted against this proposal. Additionally, there were 681,853 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 14. Approval of authorization of additional shares under TE's Employee Stock Purchase Program:
A total of 279,256,694 shares (99.83%) were voted for and 478,952 shares (0.17%) were counted as voted against this proposal. Additionally, there were 644,154 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 15. Approval of
A total of 266,744,673 shares (95.37%) were voted for and 12,960,089 shares (4.63%) were counted as voted against this proposal. Additionally, there were 675,038 abstentions and 12,055,873 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 16. Approval of any adjournments or postponements of the AGM:
A total of 266,326,378 shares (91.30%) were voted for and 25,393,926 shares (8.70%) were counted as voted against this proposal. Additionally, there were 715,369 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1TE Connectivity Ltd. 2007 Stock and Incentive Plan (Amended and Restated as ofSeptember 17, 2020 ) 10.2TE Connectivity Ltd. Employee Stock Purchase Plan (Amended and Restated as ofMarch 10, 2021 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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