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): March 11, 2016 (March 9, 2016)
TYCO INTERNATIONAL PLC
(Exact Name of Registrant as Specified in its Charter)
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| | |
| Ireland | | 98-0390500 |
| (Jurisdiction of Incorporation) | | (IRS Employer Identification Number) |
001-13836
(Commission File Number)
One Albert Quay
Albert Quay, Cork, Ireland
(Address of Principal Executive Offices, including Zip Code)
353-21-426-0000
(Registrant’s Telephone Number, including Area Code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2016 Annual General Meeting of Shareholders of Tyco International plc (the “Company”) was held on March 9, 2016 in Dublin, Ireland. At the meeting, the holders of 377,401,608 registered shares of the Company’s common stock were represented in person or by proxy, constituting a quorum. At the meeting, shareholders voted on the following proposals and cast their votes as described below. The proposals are described in detail in the Company’s definitive proxy statement dated January 21, 2016. The vote results detailed below represent final results.
Proposal No. 1 – Election of the Board of Directors
Proposal No. 1 was the election, by separate resolutions, of each member of the Board of Directors. The following individuals were elected to serve on the Board of Directors until the conclusion of the next annual general meeting.
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| | | | |
| Name | For | Against | Abstain | Broker Non-Vote |
| Edward D. Breen | 352,192,918 | 8,330,639 | 250,062 | 16,627,989 |
| Herman E. Bulls | 359,157,111 | 1,188,136 | 428,372 | 16,627,989 |
| Michael E. Daniels | 360,004,078 | 510,855 | 258,686 | 16,627,989 |
| Frank M. Drendel | 359,971,610 | 545,977 | 256,032 | 16,627,989 |
| Brian Duperreault | 358,624,549 | 1,890,410 | 258,660 | 16,627,989 |
| Rajiv L. Gupta | 357,117,902 | 3,399,244 | 256,473 | 16,627,989 |
| George R. Oliver | 359,119,702 | 1,411,655 | 242,262 | 16,627,989 |
| Brendan R. O’Neill | 356,955,965 | 3,567,596 | 250,058 | 16,627,989 |
| Jürgen Tinggren | 360,165,857 | 347,622 | 260,140 | 16,627,989 |
| Sandra S. Wijnberg | 358,262,270 | 2,254,330 | 257,019 | 16,627,989 |
| R. David Yost | 360,050,855 | 471,341 | 251,423 | 16,627,989 |
Proposal No. 2.a – Ratify Appointment of Independent Auditors
Proposal No. 2.a was a management proposal to ratify the appointment of Deloitte & Touche as the independent auditors of the Company. This proposal was approved by the requisite vote.
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| | |
| For | Against | Abstain |
| 374,511,291 | 2,626,336 | 263,981 |
Proposal No. 2.b – Authorize the Audit Committee to set the Auditors’ Remuneration
Proposal No. 2.b was a management proposal to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration. This proposal was approved by the requisite vote.
|
| | |
| For | Against | Abstain |
| 376,364,723 | 639,622 | 397,263 |
Proposal No. 3 – Authorize the Company to make Market Purchases of Company Shares
Proposal No. 3 was a management proposal to authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares. This proposal was approved by the requisite vote.
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| | |
| For | Against | Abstain |
| 376,443,095 | 605,538 | 352,975 |
Proposal No. 4 – Determine the Price Range at which the Company can Reissue Treasury Shares
Proposal No. 4 was a management proposal to determine the price range at which the Company can reissue shares that it holds as treasury shares. This proposal was approved by the requisite vote.
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| | |
| For | Against | Abstain |
| 375,650,890 | 1,244,158 | 506,560 |
Proposal No. 5 – Advisory Vote on Executive Compensation
Proposal No. 5 was a management proposal to hold a non-binding advisory vote on the compensation of the Company’s executives, as described in the Proxy Statement. This proposal was approved by the requisite vote.
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| | | |
| For | Against | Abstain | Broker Non-Vote |
| 354,058,164 | 6,168,954 | 546,501 | 16,627,989 |
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.
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| | | |
| | TYCO INTERNATIONAL PLC |
| | (Registrant) |
| | | |
| | By: | /s/ ANDREA GOODRICH |
| | | Andrea Goodrich |
| | | Vice-President and Corporate Secretary |
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| | | |
| Date: March 11, 2016 | | |
