UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Three proposals described fully in the 2022 Proxy Statement of Helios Technologies, Inc. (the “Company”) were presented for approval at the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) held on June 7, 2022. As of the record date, 32,485,571 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 28,747,349 shares of common stock were represented in person or by proxy; therefore, a quorum was present.
The shareholders of the Company voted on the following three matters:
Proposal 1. Election of Directors
Philippe Lemaitre, Douglas Britt and Diana Sacchi were elected as directors to serve for a term expiring on the date of the Company’s 2025 Annual Meeting. Philippe Lemaitre and Douglas Britt were previously elected to serve as directors for a term expiring on the date of the Annual Meeting. All directors serve until their respective successors are elected and qualified or until their earlier resignation, removal from office or death. The votes cast for and withheld were as follows:
Director |
For |
Against |
Withhold |
Broker Non-Votes |
Philippe Lemaitre |
26,114,745 |
1,610,781 |
11,424 |
1,010,399 |
Douglas Britt |
26,172,488 |
669,377 |
895,074 |
1,010,409 |
Diana Sacchi |
27,710,844 |
15,527 |
10,559 |
1,010,418 |
Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2022, as disclosed in the Company’s 2022 Proxy Statement, received the following votes:
For |
28,663,754 |
Against |
79,790 |
Abstain |
3,804 |
Broker Non-Votes |
N/A |
Proposal 3. Advisory Vote on Executive Compensation
The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2022 Proxy Statement, received the following votes:
For |
27,087,198 |
Against |
601,185 |
Abstain |
48,554 |
Broker Non-Votes |
1,010,411 |
Item 8.01 Other Events
On June 8, 2022, the Board of Directors of the Company appointed Ms. Sacchi to serve as a member of its Compensation Committee and its Nominating Committee.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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HELIOS TECHNOLOGIES, INC. |
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Date: |
June 9, 2022 |
By: |
/s/ Tricia L. Fulton |
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Tricia L. Fulton |