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 3.02 Unregistered Sales of Equity Securities
Helios Technologies, Inc. (NYSE: HLIO) (“Helios” or the “Company”), a global leader in highly engineered motion control and electronic controls technology for diverse end markets, completed the acquisition of i3 Product Development (or “i3”) on May 26, 2023. i3 is a custom engineering services firm, with over 55 engineers specializing in electronics, mechanical, industrial, embedded and software engineering. i3 specializes in working to transform customer’s ideas into industrial design solutions through rapid prototyping and creating 3D models in-house. Their solutions are used across many sectors, including medical, off-highway, recreational and commercial marine, power sports, health and wellness, agriculture, consumer goods, industrial, sports and fitness.
The acquisition of i3 is expected to help augment other Helios businesses by providing profitable engineering, consulting, and product development services for customer-specific solutions that go beyond the current products and solutions offered by Helios. Helios funded the acquisition through a combination of cash and 370,276 shares of the Company’s common stock, par value $0.001 per share, which were issued in a private placement made in reliance on Section 4(a)(2) of the Securities Exchange Act of 1933. Other terms of the acquisition were not disclosed. The acquisition is expected to be immediately accretive to earnings.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Five proposals described fully in the 2023 Proxy Statement of Helios Technologies, Inc. were presented for approval at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”) held on June 1, 2023. As of the record date, 32,633,598 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 30,484,226 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 five matters:
Proposal 1. Election of Directors
Laura Dempsey Brown, Cariappa Chenanda and Alexander Schuetz were elected as directors to serve for a term expiring on the date of the Company’s 2026 Annual Meeting. Laura Dempsey Brown, Cariappa Chenanda and Alexander Schuetz 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 |
Laura Dempsey Brown |
28,712,878 |
924,306 |
13,990 |
833,052 |
Cariappa Chenanda |
28,584,741 |
1,053,778 |
12,655 |
833,052 |
Alexander Schuetz |
27,704,257 |
1,934,195 |
12,722 |
833,052 |
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 30, 2023, as disclosed in the Company’s 2023 Proxy Statement, received the following votes:
For |
30,342,354 |
Against |
138,393 |
Abstain |
3,479 |
Broker Non-Votes |
N/A |
Proposal 3. Advisory Vote on the Frequency of an Advisory Vote to Approve Named Executive Officer Compensation
As the Company's Board of Directors recommended, and a majority of the votes cast approved, the Company will submit executive compensation to the shareholders on an annual basis until the issue of the frequency of such vote is again brought before the shareholders. The votes cast were as follows:
1 Year |
28,497,930 |
2 Years |
16,496 |
3 Years |
1,131,226 |
Abstain |
5,162 |
Broker Non-Votes |
833,412 |
Proposal 4. 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 2023 Proxy Statement, received the following votes:
For |
23,018,569 |
Against |
6,393,296 |
Abstain |
238,866 |
Broker Non-Votes |
833,495 |
Proposal 5. Approval of the 2023 Equity Incentive Plan
The proposal to approve the Helios Technologies 2023 Equity Incentive Plan, as disclosed in the 2023 Proxy Statement, received the following votes:
For |
28,814,207 |
Against |
818,788 |
Abstain |
8,179 |
Broker Non-Votes |
843,052 |
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 2, 2023 |
By: |
/s/ Tricia L. Fulton |
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Tricia L. Fulton |