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TE Connectivity plc 8-K Report, Shareholder Vote Results (Mar 14, 2024)

Reports
Shareholder Matters·Other Events·Exhibits & Filings
Filing Date
Filed March 14, 2024
Period End
March 13, 2024
Security
TEL
In the record · 2016–202610-K1010-Q338-K129

TEL filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 129 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Aug ’17Aug ’17
  2. Material agreement8-K · Feb ’20Feb ’20
  3. Leadership change8-K · Mar ’22Mar ’22
  4. Leadership change8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed March 14, 2024. Cited figures are marked; the original filing is the authoritative source.

TE Connectivity's 8-K reports the results of its March 13, 2024 Annual General Meeting, where 87.77%a of registered shares (270.4 million of 308.1 million) were represented.

Shareholders elected all eleven directors and approved the core governance and compensation items, though several votes showed notable dissent. The lowest director support was Abhijit Talwalkar at 89.84%b, and William Jeffrey received 95.87%. Say-on-pay (advisory named executive officer compensation) passed with 93.03% support, and the fiscal 2025 binding executive compensation cap passed with 96.02%.

Shareholders also approved a $2.60c per share annual dividend, paid in four $0.65 quarterly installments beginning in fiscal Q3 2024, along with the renewal of the capital band and a share repurchase authorization that received 99.66% support. The most significant strategic item is the Board's unanimously approved proposal to change TE's place of incorporation from Switzerland to Ireland, disclosed in Item 8.01 and a March 14, 2024 press release. The company will seek shareholder approval at a separate Special General Meeting in Zurich and expects to implement the change in 2024 if approved.

Management says it does not anticipate material changes to operations or financial results, that TE will remain an SEC registrant, and that the NYSE ticker TEL will not change. Switzerland will remain a leadership hub. The filing does not disclose the outcome of the Special General Meeting, so investors should treat the redomicile as a pending event and watch the forthcoming proxy statement/prospectus for details on tax, governance, and shareholder rights implications.

Other governance items included the re-election of Deloitte & Touche LLP as the independent auditor, and the approval of amended articles covering hybrid and virtual shareholder meetings. The hybrid/virtual meeting amendment was the weakest of the articles proposals at 85.52%d support, with 14.48% against, which may signal some shareholder skepticism about virtual meeting governance. Overall, the results show broad support for management's agenda, with the main points of pushback centered on the Board's compensation practices and the Talwalkar and Jeffrey director votes.

02—Key points

Key Highlights

  1. All 11 directors were elected, but Abhijit Talwalkar received only 89.84% support (25.9 million votes against) and Heath Mitts 93.53%, the two weakest director votes.
  2. Say-on-pay passed with 93.03% support, and the binding FY2025 executive compensation cap passed with 96.02%, indicating broadly but not unanimously favorable compensation sentiment.
  3. Shareholders approved a dividend of $2.60 per share, payable in four $0.65 quarterly installments from fiscal Q3 2024 through fiscal Q2 2025.
  4. The Board unanimously proposed moving TE's place of incorporation from Switzerland to Ireland, subject to a Special General Meeting vote and expected implementation in 2024.
  5. Management states no material change is expected in operations or financial results, and TE will remain an SEC registrant trading on the NYSE as TEL.
  6. The share repurchase authorization (99.66% support), capital band renewal (96.37%), and share capital reduction for repurchased shares (99.94%) all passed with strong support, supporting capital return flexibility.
  7. The hybrid and virtual meeting articles amendment passed with the weakest articles support at 85.52%, the only articles proposal with more than 14% opposition.

03—Questions

Frequently Asked Questions

  1. Did shareholders approve the move of TE Connectivity's incorporation to Ireland?

    Not yet, according to this filing. The March 14, 2024 announcement says the Board unanimously approved the proposal and that shareholders will vote on it at a Special General Meeting in Zurich. The 8-K does not report the outcome of that vote.

  2. Will the Ireland redomicile change TE's stock listing or SEC reporting obligations?

    According to the press release, no. TE says it will remain registered with the SEC, subject to the same SEC reporting requirements, and its common shares will continue to trade on the NYSE under the symbol TEL.

  3. How much dividend will TE pay shareholders?

    Shareholders approved a dividend equal to $2.60 per issued share, paid in four equal quarterly installments of $0.65. Payments begin in the third fiscal quarter of 2024 and end in the second fiscal quarter of 2025.

  4. Were there any significant shareholder concerns at the meeting?

    Yes, some. Talwalkar (89.84%) and Mitts (93.53%) received the lowest director support, and say-on-pay received 93.03% approval. The hybrid and virtual meeting articles passed with 85.52%. Most other items received over 95% support, and the Board's ability to proceed was not in doubt.

  5. Does the Ireland move signal any change in TE's business or financial outlook?

    The filing does not indicate any change. Management says it does not anticipate material changes to operations or financial results from the change of domicile, and Switzerland will remain a leadership hub for critical strategic and operational functions. Investors should still review the forthcoming proxy statement/prospectus for tax and governance implications.

04—Continue

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