8-KCorporate ChangesExhibits & Filings

TE Connectivity plc 8-K Report, Bylaw Amendment (Mar 20, 2023)

Filed March 20, 2023For Securities:TEL

Summary

TE Connectivity plc (TEL) filed an 8-K on March 20, 2023, detailing significant updates approved by shareholders at their Annual General Meeting (AGM) on March 15, 2023. The primary focus of this filing is the formalization of a share capital reduction and an amendment to the company's Articles of Association. These changes reflect the cancellation of over 8.3 million shares repurchased under the company's share repurchase program and a corresponding reduction in share capital. Investors should note that these actions are largely administrative and reflect prior share repurchase activities. The share capital reduction and the amendment to the capital band provision, which extends for one year post-AGM, became effective upon registration with the Commercial Registry on March 16, 2023. The filing also includes the amended and restated Articles of Association as an exhibit. Overall, this 8-K confirms the completion of procedural steps related to past share buybacks and governance adjustments.

Key Highlights

  • 1Shareholders approved the cancellation of 8,360,500 shares repurchased between September 25, 2021, and September 30, 2022.
  • 2The company's share capital was reduced by CHF 4,765,485.00, resulting in a new share capital of CHF 183,808,060.17.
  • 3An amendment to Article 5 of the Articles of Association was approved, establishing a capital band for a period of one year following the AGM.
  • 4The amendments to the Articles of Association became effective on March 16, 2023, upon registration with the Commercial Registry.
  • 5The filing includes the amended and restated Articles of Association as Exhibit 3.1.
  • 6This 8-K primarily reports on the finalization of share capital adjustments stemming from previous share repurchase activities.

Frequently Asked Questions

This 8-K filing formally documents shareholder approval for a reduction in TE Connectivity's share capital and an amendment to its Articles of Association. These actions are a consequence of the company canceling shares previously repurchased under its share buyback program.

The share capital reduction is an accounting and administrative adjustment reflecting the cancellation of repurchased shares. It does not have a direct dilutive or anti-dilutive effect on existing shareholders' ownership percentage, as it's a formalization of prior buyback activity.

The amendment to the capital band provision allows the company flexibility in managing its share capital for a period of one year after the AGM. This can facilitate future corporate actions such as stock issuances for acquisitions, employee compensation, or further share repurchases, within the approved band.

The amendments to TE Connectivity's Articles of Association, including the share capital reduction and the capital band provision, became effective on March 16, 2023, upon their registration with the Commercial Registry.