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 3, 2019 |
TELEFLEX INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 1-5353 | 23-1147939 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 550 East Swedesford Road, Suite 400, Wayne, Pennsylvania | 19087 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code | (610) 225-6800 | |
| 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))
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 Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o |
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. o
| Securities registered pursuant to Section 12(b) of the Act: | ||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $1 per share | TFX | New York Stock Exchange | ||
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) Teleflex Incorporated (the "Company") held its 2019 annual meeting of stockholders on May 3, 2019 (the “2019 Annual Meeting”). At the 2019 Annual Meeting, the Company’s stockholders voted on:
| • | the election of three directors of the Company to serve for a term of three years or until their successors have been duly elected and qualified; |
| • | the approval, on an advisory basis, of the compensation of the Company’s named executive officers; and |
| • | the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019. |
(b) The final voting results with respect to each proposal are set forth below.
1. Election of Directors
| Name | For | Against | Abstain | Broker Non-Votes |
| John C. Heinmiller | 39,375,344 | 135,661 | 48,090 | 1,945,107 |
| Andrew A. Krakauer | 39,163,253 | 347,922 | 47,919 | 1,945,107 |
| Richard A. Packer | 38,690,493 | 820,816 | 47,785 | 1,945,107 |
2. Advisory Vote on Compensation of Named Executive Officers
| For | Against | Abstain | Broker Non-Votes |
| 37,970,276 | 1,475,216 | 113,601 | 1,945,107 |
3. Ratification of Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Votes |
| 40,209,566 | 1,236,496 | 58,139 | 0 |
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.
| Date: May 9, 2019 | TELEFLEX INCORPORATED By: /s/ James J. Leyden Name: James J. Leyden Title: Vice President, General Counsel and Secretary |