WABCO HOLDINGS INC. (NYSE:WBC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May24, 2018, the stockholders of WABCO Holdings Inc. (the “Company”) voted to approve the Amended and Restated WABCO Holdings Inc. 2009 Omnibus Incentive Plan (the “Omnibus Incentive Plan”).
The principal modifications in the Omnibus Incentive Plan included (i)limiting the value of awards granted to Non-Employee Directors (as defined in the Omnibus Incentive Plan) in any calendar year to $500,000; (ii) combining the limits of annual and long-term cash awards paid to any participant during a calendar year into a single limit of $10,000,000; (iii) removing plan provisions regarding the now repealed “performance-based compensation” exemption; (iv)extending the term of the Omnibus Incentive Plan to expire on May24, 2028; and (v)making other clarifying and administrative amendments. The number of shares available for grant under the Omnibus Incentive Plan was set at 5,000,000. As of March31, 2018, 2,453,124 shares (subject to the Omnibus Incentive Plan’s share counting rules) remain available for granting awards under the Omnibus Incentive Plan.
The foregoing description of the Omnibus Incentive Plan is qualified in its entirety by reference to the Omnibus Incentive Plan, a copy of which is attached as Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 12, 2018, and is incorporated herein by reference.
Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At a regular meeting of the Board of Directors (the “Board”) of the Company held on May24, 2018, the Board, acting upon the recommendation of the Compensation, Nominating and Governance Committee, adopted an amendment to the Amended and Restated By-Laws of the Company (the “By-Law Amendment”) to implement a procedure by which the Company will include director nominees proposed by eligible stockholders on the Company’s proxy card and in the Company’s proxy statement for its annual meeting.
The By-Law Amendment incorporates these procedures as a new Section17 to Article II (the “Proxy Access Procedure”) to the Amended and Restated By-Laws of the Company.
Provided that the requirements and procedures specified in the Proxy Access Procedure are met, an eligible stockholder or beneficial owner, or a group of up to 20 eligible stockholders or beneficial owners, may nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or 20% of the directors then serving on the Board (subject to certain adjustments and reductions as specified in the Proxy Access Procedure). An eligible stockholder, beneficial owner or group includes an individual or group who has owned a number of shares that (in the case of a group, in the aggregate) represents at least three percent (3%) of the Company’s outstanding common stock and who has held such percentage of capital stock continuously for at least three years.
The nominating stockholder, beneficial owner or group and each nominee must satisfy the eligibility, procedural and disclosure requirements as specified in the Proxy Access Procedure, including that a written notice is delivered to the Secretary of the Company not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the anniversary of the date the definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting, subject to adjustment as provided in the Proxy Access Procedure.
The By-Law Amendment became effective immediately, with the Proxy Access Procedure first being available to shareholders for the Company’s 2019 Annual Meeting of Shareholders.
The foregoing description of the Proxy Access Procedure and the By-Law Amendment is qualified in its entirety by reference to the By-Law Amendment, a copy of which is attached as Exhibit 3.2 hereto and is incorporated herein by reference.
Item 5.02 Submission of Matters to a Vote of Security Holders.
On May24, 2018, the Company held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 48,833,392 (91.1%) of the Company’s issued and outstanding common stock held of record as of the close of business on March29, 2018 were present in person or by proxy at the Annual Meeting. The information below is a summary of the final voting results on the proposals considered and voted upon at the Annual Meeting.
Election of Directors
The following persons were duly elected as directors of the Company for new terms which will expire at the Company’s Annual Meeting of Shareholders in 2021, or until their successors are duly elected and qualified. The table below sets forth the voting results for each nominee:
|
Nominee |
Votes For | Votes Withheld | Broker Non-Votes |
|
Jean-Paul L. Montupet |
45,833,017 | 1,067,941 | 1,932,434 |
|
D. Nick Reilly |
46,698,829 | 202,129 | 1,932,434 |
|
Michael T. Smith |
44,988,069 | 1,912,889 | 1,932,434 |
Ratification of Appointment of Auditors
At the Annual Meeting, the Company’s shareholders ratified the appointment of Ernst& Young Bedrijfsrevisoren BCVBA/Reviseurs d’Entreprises SCCRL as the Company’s independent registered public accounting firm for the year ending December31, 2018. Set forth below is the result of the shareholder vote on this proposal:
|
Proposal |
Votes For | Votes Against | Abstentions |
|
Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2018 |
48,487,154 | 337,716 | 8,522 |
Advisory Vote To Approve Executive Compensation
At the Annual Meeting, the Company’s shareholders voted to approve, on an advisory basis, the compensation paid to the Company’s named executive officers. Set forth below is the result of the shareholder vote on this proposal:
|
Proposal |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
|
Approve, on an Advisory Basis, the Compensation Paid to the Company’s Named Executive Officers |
44,889,747 | 1,991,562 | 19,649 | 1,932,434 |
Approval of Amended and Restated Omnibus Incentive Plan
At the Annual Meeting, the Company’s shareholders voted to approve the amendment and restatement of the Amended and Restated WABCO Holdings Inc. 2009 Omnibus Incentive Plan. Set forth below is the result of the shareholder vote on this proposal:
|
Proposal |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
|
Approve the Amended and Restated WABCO Holdings Inc. 2009 Omnibus Incentive Plan |
43,335,198 | 3,554,206 | 11,554 | 1,932,434 |
Item 5.02 Financial Statements and Exhibits.
(d) Exhibits
WABCO Holdings Inc. ExhibitEX-3.2 2 d596056dex32.htm EX-3.2 EX-3.2 Exhibit 3.2 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BY-LAWS OF WABCO HOLDINGS INC. (hereinafter called the Corporation) The Amended and Restated By-Laws of the Corporation are hereby amended by deleting Section 16 of Article II in its entirety and replacing it with the following: Section 16. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation,…To view the full exhibit click here
About WABCO HOLDINGS INC. (NYSE:WBC)
WABCO Holdings Inc. is a supplier of electronic, mechanical, electro-mechanical and aerodynamic products for various manufacturers. The Company engineers, develops, manufactures and sells systems controlling braking, stability, suspension, transmission automation, as well transmission automation and air management systems for commercial vehicles. It sells its products to truck and bus original equipment manufacturers (OEMs); commercial vehicle aftermarket distributors for replacement parts and services and commercial vehicle fleet operators for management solutions and service; trailer OEMs, and car manufacturers. For passenger cars, including sports utility vehicles (SUVs), the Company supplies products for niche applications. The Company’s products include anti-lock braking systems (ABS), electronic braking systems (EBS), electronic stability control (ESC), brake controls, automated manual transmission systems, air disc brakes and a range of conventional mechanical products.