Item 2.05. Costs Associated with Exit or Disposal Activities
On
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Yong Nam has reached the Board's retirement age and therefore, in accordance
with the Board's retirement policy, was not nominated for re-election as a
director of the Company at the Annual General Meeting of Shareholders of the
Company held on
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the AGM, shareholders voted on the agenda items described below.
Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company's solicitation.
A total of 281,508,223 registered shares (89.05% of 316,101,030 registered
shares outstanding and entitled to vote as of
Agenda Item No. 1. Election of twelve (12) directors:
1.1Jean-Pierre Clamadieu
A total of 267,883,158 shares (99.56%) were voted for and 1,192,760 shares (0.44%) were counted as voted against this director. Additionally, there were 142,759 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.2Terrence R. Curtin
A total of 268,229,221 shares (99.68%) were voted for and 859,877 shares (0.32%) were counted as voted against this director. Additionally, there were 129,579 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.3
A total of 267,945,496 shares (99.58%) were voted for and 1,131,871 shares (0.42%) were counted as voted against this director. Additionally, there were 141,310 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.4Lynn A. Dugle
A total of 268,700,987 shares (99.86%) were voted for and 377,480 shares (0.14%) were counted as voted against this director. Additionally, there were 140,210 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.5William A. Jeffrey
A total of 263,982,744 shares (98.11%) were voted for and 5,086,940 shares (1.89%) were counted as voted against this director. Additionally, there were 148,993 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.6 Syaru Shirley Lin
A total of 267,140,476 shares (99.28%) were voted for and 1,932,938 shares (0.72%) were counted as voted against this director. Additionally, there were 145,263 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.7Thomas J. Lynch
A total of 262,894,986 shares (97.71%) were voted for and 6,165,478 shares (2.29%) were counted as voted against this director. Additionally, there were 158,213 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.8Heath A. Mitts
A total of 249,519,894 shares (93.67%) were voted for and 16,853,373 shares (6.33%) were counted as voted against this director. Additionally, there were 2,845,410 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.9Abhijit Y. Talwalkar
A total of 240,422,312 shares (89.36%) were voted for and 28,640,780 shares (10.64%) were counted as voted against this director. Additionally, there were 155,585 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.10Mark C. Trudeau
A total of 267,575,693 shares (99.45%) were voted for and 1,488,866 shares (0.55%) were counted as voted against this director. Additionally, there were 154,118 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.11Dawn C. Willoughby
A total of 267,867,903 shares (99.55%) were voted for and 1,211,001 shares (0.45%) were counted as voted against this director. Additionally, there were 139,773 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
1.12Laura H. Wright
A total of 256,162,782 shares (95.20%) were voted for and 12,917,859 shares (4.80%) were counted as voted against this director. Additionally, there were 138,036 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 2. Election ofThomas J. Lynch as the Chairman of the Board of Directors:
A total of 265,254,875 shares (98.58%) were voted for and 3,811,926 shares
(1.42%) were counted as voted against the election of
Agenda Item No. 3. Election of the individual members of the
3.1Abhijit Y. Talwalkar
A total of 253,765,720 shares (94.32%) were voted for and 15,280,051 shares
(5.68%) were counted as voted against the election of this director as a member
of the
3.2Mark C. Trudeau
A total of 267,743,386 shares (99.52%) were voted for and 1,295,818 shares
(0.48%) were counted as voted against the election of this director as a member
of the
3.3Dawn C. Willoughby
A total of 268,173,432 shares (99.68%) were voted for and 874,346 shares (0.32%)
were counted as voted against the election of this director as a member of the
Agenda Item No. 4. Election of Dr.
A total of 280,790,225 shares (99.95%) were voted for and 152,134 shares (0.05%) were counted as voted against this proposal. Additionally, there were 565,864 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 5.1. Approval of the 2022 Annual Report of
A total of 280,976,854 shares (99.94%) were voted for and 160,728 shares (0.06%) were counted as voted against this proposal. Additionally, there were 370,641 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 5.2. Approval of the statutory financial statements of
A total of 280,982,951 shares (99.95%) were voted for and 141,984 shares (0.05%) were counted as voted against this proposal. Additionally, there were 383,288 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 5.3. Approval of the consolidated financial statements of
A total of 280,986,161 shares (99.95%) were voted for and 142,524 shares (0.05%) were counted as voted against this proposal. Additionally, there were 379,538 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 6. Release of the members of the Board of Directors and
executive officers of
A total of 266,494,101 shares (99.27%) were voted for and 1,953,392 shares (0.73%) were counted as voted against this proposal. Additionally, there were 771,184 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 7.1. Election of
A total of 276,260,155 shares (98.17%) were voted for and 5,141,513 shares (1.83%) were counted as voted against this proposal. Additionally, there were 106,555 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 7.2. Election of
A total of 276,787,670 shares (98.36%) were voted for and 4,604,058 shares (1.64%) were counted as voted against this proposal. Additionally, there were 116,495 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 7.3. Election of
A total of 281,035,252 shares (99.92%) were voted for and 231,640 shares (0.08%) were counted as voted against this proposal. Additionally, there were 241,331 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 8. Advisory vote to approve named executive officer compensation:
A total of 256,936,669 shares (95.57%) were voted for and 11,914,667 shares (4.43%) were counted as voted against this proposal. Additionally, there were 367,341 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 9. Advisory vote on frequency of advisory vote to approve named executive officer compensation:
A total of 264,866,955 shares (98.44%) were voted for holding an advisory vote on executive compensation every one year; 105,125 shares (0.04%) were voted for holding an advisory vote on executive compensation every two years; 4,084,582 shares (1.52%) were voted for holding an advisory vote on executive compensation every three years. Additionally, there were 162,015 shares voted as abstentions.
Based on the voting results, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers every one year, until the next required vote on the frequency of an advisory vote on executive compensation. The Company is required to hold such votes on frequency every six years.
Agenda Item No. 10. Advisory vote to approve Swiss Statutory Compensation
Report for the fiscal year ended
A total of 259,817,933 shares (96.64%) were voted for and 9,040,897 shares (3.36%) were counted as voted against this proposal. Additionally, there were 359,847 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 11. Binding vote to approve fiscal year 2024 maximum aggregate compensation amount for executive management:
A total of 264,922,427 shares (98.71%) were voted for and 3,465,388 shares (1.29%) were counted as voted against this proposal. Additionally, there were 830,862 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 12. Binding vote to approve fiscal year 2024 maximum aggregate compensation amount for the Board of Directors:
A total of 267,860,098 shares (99.81%) were voted for and 519,376 shares (0.19%) were counted as voted against this proposal. Additionally, there were 839,203 abstentions and 12,289,546 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 13. Approval of the carryforward of unappropriated accumulated
earnings at
A total of 281,225,411 shares (99.96%) were voted for and 119,439 shares (0.04%) were counted as voted against this proposal. Additionally, there were 163,373 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 14. Approval of a dividend payment to shareholders equal to
A total of 281,364,417 shares (99.98%) were voted for and 51,219 shares (0.02%) were counted as voted against this proposal. Additionally, there were 92,587 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 15. Approval of an authorization relating to Share Repurchase Program:
A total of 280,198,648 shares (99.75%) were voted for and 707,554 shares (0.25%) were counted as voted against this proposal. Additionally, there were 602,021 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 16. Approval of a reduction of share capital for shares acquired under TE's share repurchase program and related amendments to the articles of association:
A total of 281,189,547 shares (99.95%) were voted for and 154,282 shares (0.05%) were counted as voted against this proposal. Additionally, there were 164,394 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 17. Approval of changes to the share capital and related amendments to the articles of association:
A total of 273,313,366 shares (97.16%) were voted for and 8,000,456 shares (2.84%) were counted as voted against this proposal. Additionally, there were 194,401 abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
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