UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 29, 2014 (May 22, 2014)
WABCO HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-33332 | | 20-8481962 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | |
Chaussee de Wavre, 1789 1160 Brussels, Belgium One Centennial Avenue, P.O. Box 6820, Piscataway, NJ | | 08855-6820 | | |
| (Address of principal executive offices) | | (zip code) | | |
Registrant’s telephone number, including area code: 32-2-663-9-800
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2014, WABCO Holdings Inc. (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 56,812,165 (93.4%) of the Company’s issued and outstanding common stock held of record as of the close of business on March 28, 2014 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 2017, 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 | |
G. Peter D’Aloia | | | 53,266,872 | | | | 994,862 | | | | 2,550,431 | |
Juergen W. Gromer | | | 53,266,676 | | | | 995,058 | | | | 2,550,431 | |
Mary L. Petrovich | | | 53,280,492 | | | | 981,242 | | | | 2,550,431 | |
Ratification of Auditors
At the Annual Meeting, the Company’s stockholders 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 December 31, 2014. Set forth below is the result of the stockholder vote on this proposal:
| | | | | | | | | | | | |
Proposal | | Votes For | | | Votes
Against | | | Abstentions | |
Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2014 | | | 56,686,045 | | | | 26,443 | | | | 99,677 | |
Advisory Vote To Approve Executive Compensation
At the Annual Meeting, the Company’s stockholders 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 stockholder 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 | | | 52,699,966 | | | | 1,430,771 | | | | 130,997 | | | | 2,550,431 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: May 29, 2014 | | | | WABCO HOLDINGS INC. |
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| | | | By: | | /s/ Vincent Pickering |
| | | | Name: | | Vincent Pickering |
| | | | Title: | | Chief Legal Officer and Secretary |
