Vertiv (VRT) 8-K Submission of Matters to a Vote of Security Holders

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): June 14, 2023
VERTIV HOLDINGS CO
(Exact name of registrant as specified in its charter)
Delaware		001-38518	81-2376902
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
505 N. Cleveland Ave., Westerville, Ohio 43082
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 614-888-0246
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	VRT	New York Stock Exchange
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 14, 2023, Vertiv Holdings Co (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. Of the 379,711,469 shares of the Company’s Class A common stock outstanding and entitled to vote at the Annual Meeting, 332,290,594, shares (or 87.51%), constituting a quorum, were represented in person (online) or by proxy at the Annual Meeting.

Set forth below are the final voting results for the three proposals submitted to a vote of the stockholders at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to stockholders on April 28, 2023.

Proposal 1: Stockholders elected eleven directors to the Company’s Board of Directors, each for a term of one year expiring at the Company’s 2024 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, based on the following votes:

Director Nominee	For	Withhold	Broker Non-Votes
David M. Cote	313,207,897	8,294,963	10,787,734
Giordano Albertazzi	317,572,869	3,929,991	10,787,734
Joseph J. De Angelo	313,614,187	7,888,673	10,787,734
Joseph van Dokkum	221,620,058	99,882,802	10,787,734
Roger Fradin	287,449,572	34,053,288	10,787,734
Jakki L. Haussler	317,897,778	3,605,082	10,787,734
Jacob Kotzubei	290,478,298	31,024,562	10,787,734
Matthew Louie	310,597,735	10,905,125	10,787,734
Edward L. Monser	307,963,518	13,539,342	10,787,734
Steven S. Reinemund	313,900,433	7,602,427	10,787,734
Robin L. Washington	310,508,531	10,994,329	10,787,734

Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following votes:

For	Against	Abstentions	Broker Non-Votes
279,913,746	41,233,658	355,456	10,787,734

Proposal 3: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, based on the following votes:

For	Against	Abstentions	Broker Non-Votes
326,111,184	5,891,124	288,286	—

SIGNATURE

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.

Date: June 15, 2023	Vertiv Holdings Co
	/s/ Stephanie L. Gill
	Name: Stephanie L. Gill
	Title: Chief Legal Counsel