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 23, 2019
Gates Industrial Corporation plc
(Exact Name of Registrant as Specified in its Charter)
England and Wales | 001-38366 | 98-1395184 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1144 Fifteenth Street, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
(303) 744-1911
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing 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 |
Ordinary Shares, par value $0.01 per share | GTES | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 May 23, 2019, Gates Industrial Corporation plc (the “Company”) held its 2019 annual general meeting of shareholders (the “AGM”). Matters voted on at the AGM and the results thereof were as follows.
Resolution 1: To elect eight director nominees:
Nominee | For | Against | Abstain | Broker Non-Votes |
David L. Calhoun | 269,932,345 | 12,314,711 | 132,160 | 1,525,341 |
James W. Ireland, III | 282,054,535 | 192,521 | 132,160 | 1,525,341 |
Ivo Jurek | 275,033,275 | 7,213,781 | 132,160 | 1,525,341 |
Julia C. Kahr | 269,936,306 | 12,311,250 | 131,660 | 1,525,341 |
Terry Klebe | 282,057,131 | 189,421 | 132,664 | 1,525,341 |
Stephanie K. Mains | 282,128,994 | 118,562 | 131,660 | 1,525,341 |
John Plant | 261,097,481 | 21,149,575 | 132,160 | 1,525,341 |
Neil P. Simpkins | 269,932,365 | 12,314,691 | 132,160 | 1,525,341 |
Resolution 2: To approve, on an advisory basis, named executive officer compensation:
For | Against | Abstain | Broker Non-Votes |
281,805,904 | 434,392 | 138,920 | 1,525,341 |
Resolution 3: To approve, on an advisory basis, the frequency of future advisory votes to approve named executive officer compensation:
One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
282,234,481 | 2,005 | 6,180 | 136,550 | 1,525,341 |
In light of the voting results on this resolution, the Company has determined it will hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on such frequency.
Resolution 4: To approve, on an advisory basis, the Company’s directors’ remuneration report (the “Directors’ Remuneration Report”) (excluding the Company’s directors’ remuneration policy (the “Directors’ Remuneration Policy”)) in accordance with the requirements of the United Kingdom (the “U.K.”) Companies Act 2006 (the “Companies Act”):
For | Against | Abstain | Broker Non-Votes |
281,813,288 | 419,698 | 146,230 | 1,525,341 |
Resolution 5: To approve the Directors’ Remuneration Policy in accordance with the requirements of the Companies Act:
For | Against | Abstain | Broker Non-Votes |
273,918,265 | 8,314,901 | 146,050 | 1,525,341 |
Resolution 6: To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 28, 2019:
For | Against | Abstain | Broker Non-Votes |
283,499,466 | 274,265 | 130,826 | 0 |
Resolution 7: To re-appoint Deloitte LLP as the Company’s U.K. statutory auditor under the Companies Act (to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company’s shareholders):
For | Against | Abstain | Broker Non-Votes |
283,703,988 | 69,743 | 130,826 | 0 |
Resolution 8: To authorize the Audit Committee of the board of directors of the Company (the “Board of Directors”) to determine the remuneration of Deloitte LLP in its capacity as the Company’s U.K. statutory auditor:
For | Against | Abstain | Broker Non-Votes |
283,484,003 | 289,787 | 130,767 | 0 |
Resolution 9: To authorize the Board of Directors, in accordance with section 551 of the Companies Act, to exercise all the powers of the Company to allot deferred shares in the Company (the “Deferred Shares”) up to an aggregate nominal amount equal to the amount standing to the credit of the Company’s merger reserve:
For | Against | Abstain | Broker Non-Votes |
283,733,538 | 25,031 | 133,688 | 12,300 |
Resolution 10: To authorize, conditional on resolution 9 above being passed, the Board of Directors to capitalize a sum not exceeding the amount standing to the credit of the Company’s merger reserve, and to apply such sum in paying up in full the Deferred Shares and to allot such number of Deferred Shares as shall have an aggregate nominal value equal to such amount:
For | Against | Abstain | Broker Non-Votes |
283,733,136 | 25,357 | 133,763 | 12,301 |
Resolution 11: To approve the reduction of the share capital of the Company by the cancelling and extinguishing of all of the Deferred Shares:
For | Against | Abstain | Broker Non-Votes |
283,880,684 | 7,967 | 3,605 | 12,301 |
Resolution 12: To approve, for the purpose of creating distributable reserves, the cancellation of the balance standing to the credit of the Company’s share premium account:
For | Against | Abstain | Broker Non-Votes |
283,497,326 | 262,765 | 132,165 | 12,301 |
Resolution 13: To approve an amendment to the Company’s Articles of Association to allow for general meetings to be held virtually:
For | Against | Abstain | Broker Non-Votes |
258,856,487 | 24,895,307 | 140,459 | 12,304 |
Resolution 14: To authorize the Company and its subsidiaries, in accordance with sections 366 and 367 of the Companies Act, to make political donations and expenditures:
For | Against | Abstain | Broker Non-Votes |
283,414,449 | 341,611 | 148,497 | 0 |
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.
GATES INDUSTRIAL CORPORATION PLC | |||
Date: May 24, 2019 | By: | /s/ Jamey S. Seely | |
Name: | Jamey S. Seely | ||
Title: | Executive Vice President, General Counsel and Corporate Secretary |