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 18, 2023
TEREX CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | |
| Delaware | 1-10702 | 34-1531521 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| | | | | | | | | | | |
| 45 Glover Avenue | Norwalk | Connecticut | 06850 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code (203) 222-7170
| | |
| 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 (see General Instruction A.2. below):
☐ 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 |
| Common Stock ($0.01 par value) | TEX | New York Stock Exchange |
| | | | | |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). | |
| 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.
(a) The Company’s Annual Meeting was held on May 18, 2023.
(b) At the Annual Meeting, the Company’s stockholders (i) elected Paula H. J. Cholmondeley, Donald DeFosset, John L. Garrison, Thomas J. Hansen, Sandie O’Connor, Christopher Rossi, Andra Rush and David A. Sachs to the Company’s Board of Directors until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) approved in an advisory vote the compensation of the Company’s named executive officers, (iii) approved in an advisory vote a one year frequency for future advisory votes on the compensation of the Company’s named executive officers, and (iv) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
The voting results for each matter submitted to a vote of stockholders at the Company’s Annual Meeting were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | |
Proposal 1: Election of Directors: | | | | | | | |
| Paula H. J. Cholmondeley | 54,269,760 | | | 3,174,919 | | | 58,705 | | | 4,472,575 | |
| Donald DeFosset | 54,409,935 | | | 3,033,462 | | | 59,987 | | | 4,472,575 | |
| John L. Garrison | 54,197,159 | | | 3,133,903 | | | 172,322 | | | 4,472,575 | |
| Thomas J. Hansen | 54,802,810 | | | 2,632,981 | | | 67,593 | | | 4,472,575 | |
| Sandie O’Connor | 57,222,734 | | | 221,980 | | | 58,670 | | | 4,472,575 | |
| Christopher Rossi | 55,471,192 | | | 1,965,176 | | | 67,016 | | | 4,472,575 | |
| Andra Rush | 57,218,573 | | | 225,458 | | | 59,353 | | | 4,472,575 | |
| David A. Sachs | 50,914,405 | | | 6,527,875 | | | 61,104 | | | 4,472,575 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
Proposal 2: Advisory vote on the compensation of the Company’s named executive officers | 56,006,149 | | 1,412,497 | | 84,738 | | 4,472,575 |
| 1 Year | | 2 Years | | 3 Years | | Abstain |
Proposal 3:Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers | 53,627,503 | | 37,695 | | 3,763,886 | | 74,300 |
| For | | Against | | Abstain | | Broker Non-Votes |
Proposal 4: Ratification of the selection of KPMG LLP as independent registered public accounting firm for the Company for 2023 | 61,811,796 | | 98,529 | | 65,634 | | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date: May 22, 2023
| | |
| TEREX CORPORATION |
|
By: /s/Scott J. Posner |
| Scott J. Posner |
| Senior Vice President |
| Secretary and General |
| Counsel |
