8-KShareholder MattersExhibits & Filings

CARRIER GLOBAL Corp 8-K Report, Shareholder Vote Results (Apr 19, 2024)

Filed April 19, 2024For Securities:CARR

Summary

Carrier Global Corporation filed an 8-K on April 19, 2024, detailing the results of its 2024 Annual Meeting of Shareowners held on April 18, 2024. The meeting saw overwhelming approval for the re-election of all director nominees and the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2024. Additionally, the advisory vote on executive compensation received a majority of 'For' votes, indicating shareowner support for the company's compensation practices. However, a shareowner proposal requesting a lobbying transparency report was not approved by a significant margin. The strong support for director elections and auditor ratification suggests continued confidence in the company's leadership and financial oversight. Investors should note the 'broker non-votes' across all proposals, which represent shares held by brokers that were not voted on behalf of the beneficial owners, a common occurrence in such meetings.

Key Highlights

  • 1All director nominees were overwhelmingly re-elected at the 2024 Annual Meeting of Shareowners.
  • 2The appointment of PricewaterhouseCoopers LLP as the independent auditor for 2024 was ratified with substantial approval.
  • 3Shareowners approved, on an advisory basis, the compensation of the Company's named executive officers.
  • 4A shareowner proposal requesting a lobbying transparency report was not approved by shareowners.
  • 5The meeting had a quorum of 828,944,881 shares of common stock present or represented.
  • 6Significant 'broker non-votes' were recorded for all proposals, highlighting a common dynamic in annual meetings where brokers may not vote on certain matters without specific instructions from beneficial owners.

Frequently Asked Questions

The main outcomes include the re-election of all director nominees, the ratification of the company's independent auditor (PricewaterhouseCoopers LLP), advisory approval of executive compensation, and the disapproval of a shareowner proposal for a lobbying transparency report.

Shareowners approved the compensation of the Company's named executive officers on an advisory basis. The 'Votes For' significantly outnumbered the 'Votes Against'.

No, the shareowner proposal requesting a lobbying transparency report was not approved by the shareowners, with 'Votes Against' far exceeding 'Votes For'.

Broker non-votes occur when a broker holds shares in 'street name' for a beneficial owner but does not have discretionary voting power or has not received instructions from the beneficial owner on how to vote on certain matters. While not directly indicating a vote against a proposal, a high number of broker non-votes can sometimes dilute the overall support for a resolution and represent a portion of outstanding shares that were not actively engaged in the voting process for that specific item.