8-KLeadership ChangesShareholder MattersExhibits & Filings

TE Connectivity plc 8-K Report, Executive Changes (Mar 10, 2021)

Filed March 10, 2021For Securities:TEL

Summary

TE Connectivity Ltd. filed an 8-K on March 10, 2021, detailing the outcomes of its Annual General Meeting (AGM) held on March 10, 2021. The most significant events for investors from this filing concern the shareholder approval of key equity-based compensation plans and the election of directors. Shareholders overwhelmingly approved amendments to the 2007 Stock and Incentive Plan and the Employee Stock Purchase Plan (ESPP). The approval of the 2007 Plan is intended to ensure its performance goals meet Section 162(m) of the Internal Revenue Code, which is crucial for the deductibility of certain executive compensation. Additionally, the ESPP was amended to increase the number of available shares by 3 million. Furthermore, the AGM saw the election of all thirteen director nominees, with strong shareholder support for each. The election of Thomas J. Lynch as Chairman of the Board also received broad approval. Investors should note that nearly all agenda items, including the approval of financial statements, the release of directors and officers, the appointment of auditors, executive and director compensation proposals, dividend approval, share capital reduction, and other plan amendments, passed with very high margins, indicating strong shareholder consensus.

Key Highlights

  • 1Shareholders overwhelmingly approved the Amended and Restated 2007 Stock and Incentive Plan, crucial for executive compensation deductibility under Section 162(m) of the IRS code.
  • 2The Employee Stock Purchase Plan (ESPP) was amended to increase the share pool by an additional 3 million shares.
  • 3All thirteen director nominees were elected to the Board of Directors with significant majority support.
  • 4Thomas J. Lynch was elected as the Chairman of the Board with substantial shareholder approval.
  • 5The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2021 was approved by a large majority.
  • 6Shareholders approved a $2.00 per share dividend, payable in four quarterly installments starting in Q3 2021.
  • 7Advisory and binding votes on executive and director compensation, as well as financial statement approvals, all passed with very high shareholder approval rates.

Frequently Asked Questions

The primary reason for approving the 2007 Stock and Incentive Plan was to ensure that the performance goals under the plan meet the requirements of Section 162(m) of the Internal Revenue Code. This approval is intended to preserve the deductibility of certain executive compensation expenses for the company.

Yes, shareholders approved an amendment to the Amended and Restated Employee Stock Purchase Plan (ESPP) to increase the number of shares available under the plan by an additional 3 million shares.

Shareholder sentiment was overwhelmingly positive. All thirteen director nominees were elected with strong majority support, and proposals related to executive and director compensation, including an advisory vote on named executive officer compensation and binding votes on maximum aggregate compensation amounts, also passed with very high approval margins.

Yes, shareholders approved the election of Deloitte & Touche LLP as TE Connectivity's independent registered public accounting firm for fiscal year 2021 with strong majority support (99.02% of votes cast).