8-KShareholder Matters

Vertiv Holdings Co 8-K Report, Shareholder Vote Results (Jun 21, 2024)

Filed June 21, 2024For Securities:VRT

Summary

Vertiv Holdings Co. (VRT) held its 2024 Annual Meeting of Stockholders on June 19, 2024, with approximately 82.39% of outstanding shares represented. The meeting's primary outcomes involved the election of directors, advisory approval of executive compensation, and ratification of the independent auditor. All submitted proposals received strong support from stockholders, indicating general confidence in the company's governance and direction. Key results include the election of all eleven director nominees, with the majority receiving substantial "For" votes and relatively low "Withhold" votes, though one nominee, Joseph van Dokkum, saw a higher proportion of "Withhold" votes. The compensation of named executive officers was also approved on an advisory basis, and the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024 was overwhelmingly ratified. These outcomes suggest a stable and supportive shareholder base.

Key Highlights

  • 1All eleven director nominees were elected to the Board of Directors for one-year terms.
  • 2The advisory vote on the compensation of named executive officers received strong majority approval.
  • 3The appointment of Ernst & Young LLP as the independent registered public accounting firm for FY2024 was ratified with overwhelming support.
  • 4A significant majority of outstanding shares (82.39%) were represented at the virtual-only Annual Meeting, ensuring a quorum.
  • 5Director nominee Joseph van Dokkum received a notably higher number of 'Withhold' votes (102,182,681) compared to other nominees, though still passed.
  • 6Broker non-votes were a factor in the director elections, totaling 35,020,682 shares across all nominees.

Frequently Asked Questions

The main outcomes were the election of eleven directors, the advisory approval of named executive officer compensation, and the ratification of Ernst & Young LLP as the independent auditor for fiscal year 2024. All proposals passed with significant stockholder support.

While all directors were elected, Joseph van Dokkum received a higher proportion of 'Withhold' votes (approximately 37.6% of votes cast excluding broker non-votes) compared to other nominees. However, the majority of votes were still cast 'For' his election.

The stockholders approved the compensation of the company's named executive officers on an advisory basis with a substantial majority, with approximately 95.5% of the votes cast (excluding broker non-votes and abstentions) voting in favor.

Yes, the appointment of Ernst & Young LLP as Vertiv Holdings Co.'s independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified by the stockholders with overwhelming support. Approximately 96.4% of the votes cast (excluding broker non-votes and abstentions) were in favor.