UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): April 27, 2018 (April 26, 2018)
DELPHI TECHNOLOGIES PLC
(Exact name of registrant as specified in its charter)
| | | | |
| Jersey | | 001-38110 | | 98-1367514 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
One Angel Court, 10th Floor
London EC2R 7HJ, UK
United Kingdom
(Address of principal executive offices)
Registrant’s telephone number, including area code:
011-44-020-305-74300
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (seeGeneral Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 April 26, 2018, Delphi Technologies PLC (the “Company”) held its 2018 Annual General Meeting of Shareholders (the “Annual Meeting”). The shareholders voted on the matters set forth below.
1. The nominees for election to the Board of Directors were elected, each for aone-year term, based upon the following votes:
| | | | | | | | | | | | | | | | |
Nominee | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
Robin J. Adams | | | 72,851,203 | | | | 12,397 | | | | 90,561 | | | | 3,059,110 | |
Liam Butterworth | | | 72,919,411 | | | | 17,454 | | | | 17,296 | | | | 3,059,110 | |
Joseph S. Cantie | | | 72,918,868 | | | | 17,362 | | | | 17,931 | | | | 3,059,110 | |
Nelda J. Connors | | | 72,147,156 | | | | 716,526 | | | | 90,479 | | | | 3,059,110 | |
Gary L. Cowger | | | 72,856,292 | | | | 80,154 | | | | 17,715 | | | | 3,059,110 | |
David S. Haffner | | | 72,843,065 | | | | 17,363 | | | | 93,733 | | | | 3,059,110 | |
Helmut Leube | | | 72,846,054 | | | | 17,432 | | | | 90,675 | | | | 3,059,110 | |
Timothy M. Manganello | | | 72,592,351 | | | | 343,831 | | | | 17,979 | | | | 3,059,110 | |
Hari N. Nair | | | 72,321,640 | | | | 538,728 | | | | 93,793 | | | | 3,059,110 | |
MaryAnn Wright | | | 72,924,957 | | | | 12,266 | | | | 16,938 | | | | 3,059,110 | |
2. The proposal to ratify that Ernst & Young LLP be appointed as the auditors of the Company from the conclusion of the 2018 Annual Meeting until the conclusion of the Annual Meeting of the Company to be held in 2019; that Ernst & Young LLP be appointed as the Company’s independent registered public accounting firm for purposes of United States securities law reporting for the year ending December 31, 2018; and that the Company’s directors be authorized to determine the fees to be paid to the auditors was approved based upon the following votes:
| | | | |
Votes for | | | 75,604,699 | |
Votes against | | | 146,847 | |
Abstentions | | | 261,725 | |
There were no brokernon-votes for this item.
3. The proposal to approve the compensation of our named executive officers was approved based upon the following advisory,non-binding vote:
| | | | |
Votes for | | | 69,089,945 | |
Votes against | | | 3,831,957 | |
Abstentions | | | 32,259 | |
Broker non-votes | | | 3,059,110 | |
4. The shareholders recommended that we conduct future advisory votes on named executive compensation every one year based upon the following advisory,non-binding vote:
| | | | |
Every one year | | | 70,006,222 | |
Every two years | | | 21,195 | |
Every three years | | | 2,868,321 | |
Abstentions | | | 58,423 | |
Brokernon-votes | | | 3,059,110 | |
A majority of the votes cast at the Annual Meeting were voted in favor of an annualsay-on-pay vote. This vote was consistent with the recommendation of the Company’s Board of Directors in the Proxy Statement for the Annual Meeting. The Company has determined that it will hold an annualsay-on-pay vote until the next advisory vote on the frequency of futuresay-on-pay votes. The next required advisory vote on the frequency will occur no later than 2024.
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.
| | | | | | |
| | | | DELPHI TECHNOLOGIES PLC |
| | | |
| Date: April 27, 2018 | | | | By: | | /s/ James D. Harrington |
| | | | Name: | | James D. Harrington |
| | | | Title: | | Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
