UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
6/14/2024
Date of Report (date of earliest event reported)
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APi Group Corporation
(Exact name of registrant as specified in its charter)
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| Delaware (State or other jurisdiction of incorporation or organization) | 001-39275 (Commission File Number) | 98-1510303 (I.R.S. Employer Identification Number) |
| 1100 Old Highway 8 NW New Brighton, MN 55112 |
| (Address of principal executive offices and zip code) |
| (651) 636-4320 |
| (Registrant's telephone number, including area code) |
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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:
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| ☐ | 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)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | APG | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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, 2024, APi Group Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format. At the Annual Meeting, the shareholders voted on (i) the election of nine director nominees for a one-year term, (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.
As of the record date of April 19, 2024, there were 276,636,981 total shares outstanding entitled to 276,636,981 votes (including 272,636,981 shares of common stock entitled to one vote per share and 4,000,000 shares of Series A Preferred Stock entitled to one vote per share). Of the 276,636,981 votes available as of the record date, 247,489,439 votes were cast at the Annual Meeting.
1. The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the 2025 Annual Meeting of Shareholders and, in each case, until his or her successor is duly elected and qualified.
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| For | | Against | | Abstain | | Broker Non-Vote |
| Sir Martin E. Franklin | 203,538,285 | | 12,127,935 | | 172,087 | | 31,651,132 |
| James E. Lillie | 212,921,242 | | 2,728,525 | | 188,540 | | 31,651,132 |
| Ian G. H. Ashken | 170,661,521 | | 45,001,575 | | 175,211 | | 31,651,132 |
| Russell A. Becker | 215,283,935 | | 465,804 | | 88,568 | | 31,651,132 |
| Paula D. Loop | 175,811,801 | | 39,877,427 | | 149,079 | | 31,651,132 |
| Anthony E. Malkin | 211,371,411 | | 4,278,662 | | 188,234 | | 31,651,132 |
| Thomas V. Milroy | 209,918,423 | | 5,734,285 | | 185,599 | | 31,651,132 |
| Cyrus D. Walker | 169,713,170 | | 45,939,593 | | 185,544 | | 31,651,132 |
| Carrie A. Wheeler | 138,076,125 | | 77,575,777 | | 186,405 | | 31,651,132 |
2. The shareholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.
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| For | | Against | | Abstain |
| 246,041,810 | | 935,323 | | 512,306 |
3. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, representing 98.62% votes cast in favor of the proposal.
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| For | | Against | | Abstain | | Broker Non-Vote |
| 212,487,859 | | 2,963,752 | | 386,696 | | 31,651,132 |
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| APi Group Corporation |
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| Date: June 20, 2024 | By: | /s/ Louis B. Lambert |
| Name: | Louis B. Lambert |
| Title: | Senior Vice President, General Counsel and Secretary |
