01—Abstract
Summary
Summary of the 8-K filed June 21, 2024. Cited figures are marked; the original filing is the authoritative source.
Vertiv Holdings Co (VRT) reported the results of its 2024 Annual Meeting of Stockholders, held virtually on June 19, 2024.
Holders of 308,427,335 Class A shares, or 82.39%a of the 374,344,987 outstanding and entitled to vote, were represented, which satisfied the quorum requirement. This 8-K is a governance filing and contains no financial results, guidance, or operating metrics. Stockholders elected all eleven board nominees to one-year terms expiring at the 2025 annual meeting.
Most nominees received strong support, with David M. Cote at about 96%b of votes cast and Steven S. Reinemund at about 98%.
Joseph van Dokkum was the clear outlier, with about 63%c For and 37% Withhold, a level of opposition that may draw attention from proxy advisors and investors in future engagement. Stockholders also approved the advisory say-on-pay proposal, with about 95% of votes cast in favor, and ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2024, with about 96% of represented shares in favor. Overall, the results point to broad shareholder support for current governance and compensation practices, with the Van Dokkum vote as the main point of dissent.
02—Key points
Key Highlights
- Quorum achieved: 308,427,335 shares (82.39% of 374,344,987 outstanding) were represented at the virtual-only meeting held June 19, 2024.
- All 11 director nominees were elected to one-year terms expiring at the 2025 annual meeting, with no nominee failing to win a majority.
- Joseph van Dokkum received the weakest support, with 171,223,972 For (about 63% of votes cast) versus 102,182,681 Withhold (about 37%).
- Say-on-pay (advisory NEO compensation) passed with 260,358,110 For (about 95% of votes cast) versus 12,475,329 Against and 573,214 Abstentions.
- Ernst & Young LLP was ratified as independent auditor for fiscal year ending December 31, 2024, with 296,663,573 For (about 96% of represented shares).
- Broker non-votes of 35,020,682 applied to all director elections, consistent with uninstructed brokers not voting on director elections.
03—Questions
Frequently Asked Questions
Did any Vertiv director fail to win election at the 2024 annual meeting?
No. All eleven nominees were elected. Each received more For votes than Withhold votes, though Joseph van Dokkum's margin was considerably narrower than the others.
Why did Joseph van Dokkum receive significantly more Withhold votes than other directors?
The filing does not state a reason. Withhold votes of about 37% of votes cast are substantial, so investors may want to review the company's proxy statement and any subsequent shareholder engagement disclosures for context on the dissent.
How did shareholders vote on executive compensation?
Shareholders approved the advisory say-on-pay proposal, with about 95% of votes cast in favor (260,358,110 For versus 12,475,329 Against and 573,214 Abstentions). This indicates broad support for the current executive compensation program.
Who is Vertiv's auditor going forward?
Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with about 96% of represented shares voting in favor. The vote is advisory and does not change the company's auditor by itself.
Does this filing contain any financial results or guidance?
No. The 8-K reports only the Item 5.07 voting results from the annual meeting. Investors should consult Vertiv's quarterly and annual reports for financial performance and outlook.
04—Continue