UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 21, 2020
TEAM, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-08604 | | 74-1765729 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281) 331-6154
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate line 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) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the — Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.30 par value | TISI | New York Stock Exchange |
Indicate by check mark whether 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 May 21, 2020, Team, Inc., a Delaware corporation (the “Company”), held its 2020 Annual Meeting of Shareholders (“Annual Meeting”). As of April 2, 2020, the record date for the Annual Meeting, 30,627,510 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2020, were before the Annual Meeting: (1) the election of directors of the Company; (2) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020; and (3) the advisory vote on the compensation of the Named Executive Officers of the Company.
At the Annual Meeting, the nominees for election as directors set forth in Proposal 1 were each re-elected and Proposals 2 and 3 were each approved. The voting results were as follows:
Proposal #1 - Election of Four (4) Nominees as Class I Directors to Serve a Three-Year Term
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| Name | | Votes For | | % of votes cast | | Votes Withheld | | % of votes cast | | Broker Non-Votes |
| Jeffery G. Davis | | 24,566,367 | | 96% | | 1,019,498 | | 4% | | 2,508,021 |
| Robert C. Skaggs, Jr. | | 24,996,498 | | 98% | | 589,367 | | 2% | | 2,508,021 |
| Gary G. Yesavage | | 24,486,790 | | 96% | | 1,099,075 | | 4% | | 2,508,021 |
| Louis A. Waters | | 24,396,534 | | 95% | | 1,189,331 | | 5% | | 2,508,021 |
Proposal #2 - Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2020
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| Votes For | | % of votes cast | | Votes Against | | % of votes cast | | Abstentions | | % of votes cast | | Broker Non-Votes |
| 27,805,043 | | 99% | | 277,871 | | 1% | | 10,972 | | 0% | | — |
Proposal #3 - Advisory Vote on the Named Executive Officer Compensation
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| Votes For | | % of votes cast | | Votes Against | | % of votes cast | | Abstentions | | % of votes cast | | Broker Non-Votes |
| 22,595,605 | | 88% | | 2,581,997 | | 10% | | 408,263 | | 2% | | 2,508,021 |
For purposes of this Item 5.07, percentages shown have been rounded to the nearest whole percentage.
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.
TEAM, INC.
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| | By: | /s/ André C. Bouchard |
| | | André C. Bouchard |
| | | Executive Vice President, Chief Legal Officer and Secretary |
Dated: May 26, 2020
