Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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 288,504,418 registered shares (88.83% of 324,773,847 registered
shares outstanding and entitled to vote as of
Agenda Item No. 1. Election of twelve (12) directors: 1.1Terrence R. Curtin
A total of 275,718,902 shares (99.56%) were voted for and 1,207,702 shares (0.44%) were counted as voted against this director. Additionally, there were 131,164 abstentions and 11,446,650 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
A total of 275,511,404 shares (99.49%) were voted for and 1,413,626 shares (0.51%) were counted as voted against this director. Additionally, there were 132,738 abstentions and 11,446,650 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.3Lynn A. Dugle
A total of 276,362,381 shares (99.79%) were voted for and 569,273 shares (0.21%) were counted as voted against this director. Additionally, there were 126,114 abstentions and 11,446,650 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.4William A. Jeffrey
A total of 274,131,613 shares (98.99%) were voted for and 2,790,396 shares (1.01%) were counted as voted against this director. Additionally, there were 135,759 abstentions and 11,446,650 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 Syaru Shirley Lin
A total of 276,493,757 shares (99.85%) were voted for and 427,260 shares (0.15%) were counted as voted against this director. Additionally, there were 136,751 abstentions and 11,446,650 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 243,433,438 shares (87.91%) were voted for and 33,491,521 shares (12.09%) were counted as voted against this director. Additionally, there were 132,809 abstentions and 11,446,650 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 257,683,534 shares (93.79%) were voted for 17,062,532 shares (6.21%) were counted as voted against this director. Additionally, there were 2,311,702 abstentions and 11,446,650 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 273,910,417 shares (98.91%) were voted for and 3,014,596 shares (1.09%) were counted as voted against this director. Additionally, there were 132,755 abstentions and 11,446,650 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.9Abhijit Y. Talwalkar
A total of 243,216,001 shares (89.25%) were voted for and 29,307,038 shares (10.75%) were counted as voted against this director. Additionally, there were 4,534,729 abstentions and 11,446,650 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.10Mark C. Trudeau
A total of 275,860,617 shares (99.62%) were voted for and 1,056,550 shares (0.38%) were counted as voted against this director. Additionally, there were 140,601 abstentions and 11,446,650 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.11Dawn C. Willoughby
A total of 276,349,603 shares (99.79%) were voted for and 579,492 shares (0.21%) were counted as voted against this director. Additionally, there were 128,673 abstentions and 11,446,650 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.12Laura H. Wright
A total of 250,146,884 shares (90.33%) were voted for and 26,783,930 shares (9.67%) were counted as voted against this director. Additionally, there were 126,954 abstentions and 11,446,650 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 252,026,574 shares (91.01%) were voted for and 24,891,241 shares
(8.99%) were counted as voted against the election of
Agenda Item No. 3. Election of the individual members of the
3.1Abhijit Y. Talwalkar
A total of 248,504,781 shares (89.75%) were voted for and 28,380,205 shares
(10.25%) were counted as voted against the election of this director as a member
of the
3.2Mark C. Trudeau
A total of 273,908,166 shares (98.92%) were voted for and 2,978,719 shares
(1.08%) were counted as voted against the election of this director as a member
of the
3.3Dawn C. Willoughby
A total of 274,283,123 shares (99.06%) were voted for and 2,615,687 shares
(0.94%) 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 287,810,418 shares (99.82%) were voted for and 504,983 shares (0.18%) were counted as voted against this proposal. Additionally, there were 189,017 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 2021 Annual Report of
A total of 288,089,275 shares (99.96%) were voted for and 119,275 shares (0.04%) were counted as voted against this proposal. Additionally, there were 295,868 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 288,075,424 shares (99.96%) were voted for and 111,980 shares (0.04%) were counted as voted against this proposal. Additionally, there were 317,014 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 288,077,644 shares (99.96%) were voted for and 113,230 shares (0.04%) were counted as voted against this proposal. Additionally, there were 313,544 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
A total of 274,153,054 shares (99.28%) were voted for and 1,975,467 shares (0.72%) were counted as voted against this proposal. Additionally, there were 929,247 abstentions and 11,446,650 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 282,594,879 shares (97.99%) were voted for and 5,810,268 shares (2.01%) were counted as voted against this proposal. Additionally, there were 99,271 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 283,964,228 shares (98.50%) were voted for and 4,323,967 shares (1.50%) were counted as voted against this proposal. Additionally, there were 216,223 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 287,976,267 shares (99.85%) were voted for and 423,775 shares (0.15%) were counted as voted against this proposal. Additionally, there were 104,376 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 262,989,118 shares (95.04%) were voted for and 13,730,712 shares (4.96%) were counted as voted against this proposal. Additionally, there were 337,938 abstentions and 11,446,650 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 2023 maximum aggregate compensation amount for executive management:
A total of 272,004,511 shares (98.50%) were voted for and 4,144,614 shares (1.50%) were counted as voted against this proposal. Additionally, there were 908,643 abstentions and 11,446,650 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 2023 maximum aggregate compensation amount for the Board of Directors:
A total of 275,146,441 shares (99.63%) were voted for and 1,016,244 shares (0.37%) were counted as voted against this proposal. Additionally, there were 895,083 abstentions and 11,446,650 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 287,519,277 shares (99.72%) were voted for and 811,903 shares (0.28%) were counted as voted against this proposal. Additionally, there were 173,238 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 287,656,336 shares (99.75%) were voted for and 735,291 shares (0.25%) were counted as voted against this proposal. Additionally, there were 112,791 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 an authorization relating to Share Repurchase Program:
A total of 286,626,247 shares (99.60%) were voted for and 1,157,771 shares (0.40%) were counted as voted against this proposal. Additionally, there were 720,400 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 the renewal of authorized capital:
A total of 143,368,904 shares (49.73%) were voted for and 144,949,417 shares (50.27%) were counted as voted against this proposal. Additionally, there were 186,097 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 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 288,120,462 shares (99.93%) were voted for and 200,569 shares (0.07%) were counted as voted against this proposal. Additionally, there were 183,387 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 any adjournments or postponements of the AGM:
A total of 179,910,149 shares (62.42%) were voted for and 108,330,496 shares (37.58%) were counted as voted against this proposal. Additionally, there were 263,773 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
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