TE CONNECTIVITY LTD. (NYSE:TEL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Juergen W. Gromer has reached the Boards retirement age of 72 and
therefore, in accordance with the Boards retirement policy, was
not nominated for re-election as a director of TE Connectivity
Ltd. (the Company) at the Annual General Meeting of Shareholders
of the Company held on March8, 2017 (AGM).
At the AGM, shareholders of the Company approved amending and
restating the Companys 2007 Stock and Incentive Plan (the Plan)
to increase by ten million the number of registered shares
available for issuance under the Plan, extend the term of the
Plan from June28, 2017 to June27, 2027, and effect various
technical revisions and improvements.
For additional information regarding approval of the Plan, see
the Proxy Statement for the AGM filed with the Securities and
Exchange Commission on January18, 2017. The foregoing summary is
not intended to be complete and is qualified in its entirety by
reference to the Plan, attached as Exhibit10.1 hereto and
incorporated herein by reference.
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 to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and there was no
solicitation in opposition to the Companys solicitation.
A total of 317,700,795 registered shares (89.26% of 355,891,184
registered shares outstanding and entitled to vote as of
February16, 2017, the record date for the AGM) were present in
person or by proxy, constituted a quorum for the transaction of
business, and were voted at the AGM. The agenda items submitted
at the AGM were passed as described below. The percentages
indicated below reflect the percentage of the total number of
votes cast with respect to the proposal.
Agenda Item No.1. Election of twelve
(12) directors:
1.1 Pierre R. Brondeau
A total of 301,172,318 shares (99.85%) were voted for and
451,465 shares (0.15%) were counted as voted against this
director. Additionally, there were 199,885 abstentions and
15,877,127 broker non-votes with respect to this proposal which
are not considered votes cast and do not affect the outcome of
the vote.
1.2 Terrence R. Curtin
A total of 301,223,214 shares (99.86%) were voted for and
413,755 shares (0.14%) were counted as voted against this
director. Additionally, there were 186,699 abstentions and
15,877,127 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 Carol A. (John) Davidson
A total of 301,149,896 shares (99.84%) were voted for and
472,248 shares (0.16%) were counted as voted against this
director. Additionally, there were 201,524 abstentions and
15,877,127 broker non-votes with respect to this proposal which
are not considered votes cast and do not affect the outcome of
the vote.
1.4 William A. Jeffrey
A total of 301,273,717 shares (99.89%) were voted for and
343,548 shares (0.11%) were counted as voted against this
director. Additionally, there were 206,403 abstentions and
15,877,127 broker non-votes with respect to this proposal which
are not considered votes cast and do not affect the outcome of
the vote.
1.5 Thomas J. Lynch
A total of 297,901,085 shares (98.76%) were voted for and
3,744,075 shares (1.24%) were counted as voted against this
director. Additionally, there were 178,508 abstentions and
15,877,127 broker non-votes with respect to this proposal which
are not considered votes cast and do not affect the outcome of
the vote.
1.6 Yong Nam
A total of 301,271,539 shares (99.89%) were voted for and
342,300 shares (0.11%) were counted as voted against this
director. Additionally, there were 209,829 abstentions and
15,877,127 broker non-votes with respect to this proposal which
are not considered votes cast and do not affect the outcome of
the vote.
1.7 Daniel J. Phelan
A total of 300,614,349 shares (99.67%) were voted for and
1,002,848 shares (0.33%) were counted as voted against this
director. Additionally, there were 206,471 abstentions and
15,877,127 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 Paula A. Sneed
A total of 301,107,572 shares (99.83%) were voted for and
512,721 shares (0.17%) were counted as voted against this
director. Additionally, there were 203,375 abstentions and
15,877,127 broker non-votes with respect to this proposal which
are not considered votes cast and do not affect the outcome of
the vote.
1.9 Abhijit Y. Talwalkar
A total of 301,195,765 shares (99.86%) were voted for and
415,918 shares (0.14%) were counted as voted against this
director. Additionally, there were 211,985 abstentions and
15,877,127 broker non-votes with respect to this proposal which
are not considered votes cast and do not affect the outcome of
the vote.
1.10 Mark C. Trudeau
A total of 291,863,432 shares (96.77%) were voted for and
9,745,747 shares (3.23%) were counted as voted against this
director. Additionally, there were 214,489 abstentions and
15,877,127 broker non-votes with respect to this proposal which
are not considered votes cast and do not affect the outcome of
the vote.
1.11 John C. Van Scoter
A total of 301,234,244 shares (99.87%) were voted for and
382,540 shares (0.13%) were counted as voted against this
director. Additionally, there were 206,884 abstentions and
15,877,127 broker non-votes with respect to this proposal which
are not considered votes cast and do not affect the outcome of
the vote.
1.12 Laura H. Wright
A total of 301,353,768 shares (99.91%) were voted for and
265,415 shares (0.09%) were counted as voted against this
director. Additionally, there were 204,485 abstentions and
15,877,127 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 of Thomas
J. Lynch as the Chairman of the Board of Directors:
A total of 298,359,807 shares (98.92%) were voted for and
3,267,503 shares (1.08%) were counted as voted against the
election of Thomas J. Lynch as the Chairman of the Board of
Directors. Additionally, there were 196,358 abstentions and
15,877,127 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.3. Election of the
individual members of the Management Development and
Compensation Committee:
3.1 Daniel J. Phelan
A total of 300,323,279 shares (99.58%) were voted for and
1,262,961 shares (0.42%) were counted as voted against the
election of this director as a member of the Management
Development and
Compensation Committee. Additionally, there were 237,428
abstentions and 15,877,127 broker non-votes with respect to
this proposal which are not considered votes cast and do not
affect the outcome of the vote.
3.2 Paula A. Sneed
A total of 300,731,028 shares (99.72%) were voted for and
858,297 shares (0.28%) were counted as voted against the
election of this director as a member of the Management
Development and Compensation Committee. Additionally, there
were 234,343 abstentions and 15,877,127 broker non-votes with
respect to this proposal which are not considered votes cast
and do not affect the outcome of the vote.
3.3 John C. Van Scoter
A total of 300,930,178 shares (99.78%) were voted for and
650,646 shares (0.22%) were counted as voted against the
election of this director as a member of the Management
Development and Compensation Committee. Additionally, there
were 242,844 abstentions and 15,877,127 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.4. Election of Dr.Ren
Schwarzenbach, of Proxy Voting Services GmbH, or another
individual representative of Proxy Voting Services GmbH if
Dr.Schwarzenbach is unable to serve at the meeting, as the
independent proxy at the Companys 2018 annual general meeting
of shareholders and also at any shareholder meeting that may be
held prior to the 2018 annual general meeting:
A total of 317,087,379 shares (99.92%) were voted for and
255,229 shares (0.08%) were counted as voted against this
proposal. Additionally, there were 358,187 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
2016 Annual Report of TE Connectivity Ltd. (excluding the
statutory financial statements for the fiscal year ended
September30, 2016, the consolidated financial statements for
the fiscal year ended September30, 2016 and the Swiss
Compensation Report for the fiscal year ended September30,
2016):
A total of 316,841,096 shares (99.91%) were voted for and
295,161 shares (0.09%) were counted as voted against this
proposal. Additionally, there were 564,538 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 TE Connectivity Ltd. for the
fiscal year ended September30, 2016:
A total of 316,865,977 shares (99.92%) were voted for and
263,728 shares (0.08%) were counted as voted against this
proposal. Additionally, there were 571,090 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 TE Connectivity Ltd. for
the fiscal year ended September30, 2016:
A total of 316,864,684 shares (99.92%) were voted for and
249,610 shares (0.07%) were counted as voted against this
proposal. Additionally, there were 586,501 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 September30,
2016:
A total of 290,905,294 shares (96.52%) were voted for and
10,503,875 shares (3.48%) were counted as voted against this
proposal. Additionally, there were 414,499 abstentions and
15,877,127 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
Deloitte Touche LLP as TEs independent registered public
accounting firm for fiscal year 2017:
A total of 35,148,465 shares (99.28%) were voted for and
2,283,192 shares (0.72%) were counted as voted against this
proposal. Additionally, there were 269,138 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
Deloitte AG, Zurich, Switzerland, as TEs Swiss registered
auditor until the next annual general meeting of TE:
A total of 315,707,335 shares (99.46%) were voted for and
1,713,888 shares (0.54%) were counted as voted against this
proposal. Additionally, there were 279,572 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
PricewaterhouseCoopers AG, Zurich, Switzerland, as TEs special
auditor until the next annual general meeting of TE:
A total of 316,309,100 shares (99.65%) were voted for and
1,115,756 shares (0.35%) were counted as voted against this
proposal. Additionally, there were 275,939 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 executive compensation:
A total of 285,852,926 shares (94.82%) were voted for and
15,625,170 shares (5.18%) were counted as voted against this
proposal. Additionally, there were 345,572 abstentions and
15,877,127 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. An advisory vote on
the frequency of holding an advisory vote on executive
compensation:
A total of 285,354,297 shares (94.63%) were voted for holding
an advisory vote on executive compensation every one year;
414,646 shares (0.14%) were voted for holding an advisory vote
on executive compensation every two years; 15,781,800 shares
(5.23%) were voted for holding an advisory vote on executive
compensation every three years. Additionaly, there were 272,926
shares voted as abstentions.
Based on the voting results, the Board of Directors has
determined that the Company will hold an advisory vote on the
compensation of its named executive officers every one year,
until the next required vote on the frequency of an advisory
vote on executive compensation. The Company is required to hold
such votes on frequency every six years.
Agenda Item No.10. Approval of the TE
Connectivity Ltd. 2007 Stock and Incentive Plan (as amended and
restated as of March8, 2017), including the authorization of
the issuance of additional shares thereunder:
A total of 283,529,368 shares (94.03%) were voted for and
17,989,116 shares (5.97%) were counted as voted against this
proposal. Additionally, there were 305,184 abstentions and
15,877,127 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. Binding vote to
approve fiscal year 2018 maximum aggregate compensation amount
for executive management:
A total of 296,605,191 shares (98.79%) were voted for and
3,636,878 shares (1.21%) were counted as voted against this
proposal. Additionally, there were 1,581,599 abstentions and
15,877,127
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.12. Binding vote to
approve fiscal year 2018 maximum aggregate compensation amount
for the Board of Directors:
A total of 299,551,494 shares (99.77%) were voted for and
694,378 shares (0.23%) were counted as voted against this
proposal. Additionally, there were 1,577,796 abstentions and
15,877,127 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.13. Approval of the
carryforward of unappropriated accumulated earnings at
September30, 2016:
A total of 317,014,456 shares (99.90%) were voted for and
302,241 shares (0.10%) were counted as voted against this
proposal. Additionally, there were 384,098 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 a
dividend payment to shareholders equal to $1.60 per issued
share to be paid in four equal quarterly installments of $0.40
starting with the third fiscal quarter of 2017 and ending in
the second fiscal quarter of 2018 to the terms of the dividend
resolution:
A total of 317,329,467 shares (99.96%) were voted for and
128,915 shares (0.04%) were counted as voted against this
proposal. Additionally, there were 242,413 abstentions 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 an
authorization related to TEs share repurchase program:
A total of 250,320,301 shares (78.84%) were voted for and
67,188,987 shares (21.16%) were counted as voted against this
proposal. Additionally, there were 191,507 abstentions 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 a
reduction of share capital for shares acquired under TEs share
repurchase program and related amendments to the articles of
association:
A total of 317,016,433 shares (99.86%) were voted for and
446,693 shares (0.14%) were counted as voted against this
proposal. Additionally, there were 237,669 abstentions with
respect to this proposal which are not considered votes cast
and do not affect the outcome of the vote.
Agenda Item No.17. Approval of any
adjournments or postponements of the AGM:
A total of 229,957,038 shares (72.59%) were voted for and
86,835,517 shares (27.41%) were counted as voted against this
proposal. Additionally, there were 908,240 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 |
|
10.1 |
TE Connectivity Ltd. 2007 Stock and Incentive Plan |
About TE CONNECTIVITY LTD. (NYSE:TEL)
TE Connectivity Ltd. is a technology company, which designs and manufactures connectivity and sensors solutions. The Company operates through three segments: Transportation Solutions, Industrial Solutions and Communications Solutions. The Company’s segments manufacture and distribute its products and solutions to a range of end markets. The Transportation Solutions segment offers connectivity and sensor technologies. Its products are used in the automotive, commercial transportation and sensors markets. The Industrial Solutions segment is a supplier of products that connect and distribute power, data and signals. Its products are used in the industrial equipment; aerospace, defense, oil and gas, and energy markets. The Communications Solutions segment is a supplier of electronic components for the data and devices and appliances markets. It is engaged in developing, manufacturing, installing and maintaining subsea fiber optic communications systems. TE CONNECTIVITY LTD. (NYSE:TEL) Recent Trading Information
TE CONNECTIVITY LTD. (NYSE:TEL) closed its last trading session up +0.19 at 74.55 with 1,073,063 shares trading hands.
