UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2024

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SENSATA TECHNOLOGIES HOLDING PLC

(Exact name of Registrant as specified in its charter)

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England and Wales	001-34652	98-1386780
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

529 Pleasant Street

Attleboro, Massachusetts 02703, United States

(Address of Principal executive offices, including Zip Code)

+1(508) 236 3800

(Registrant's telephone number, including area code) 

Not Applicable

(Former name or former address, if changed since last report)

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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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per share	ST	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2024, the Board of Directors (the “Board”) of Sensata Technologies Holding plc (the “Company”) appointed John Mirshekari to serve as a director on the Board, effective March 1, 2024, and increased the size of the Board to 11 directors. At the same time, the Board appointed Mr. Mirshekari to serve on the Finance Committee and the Growth & Innovation Committee. Mr. Mirshekari does not have (i) any arrangements or understandings with any other person pursuant to which he was elected to serve as a director; (ii) any family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer; or (iii) any direct or indirect material interest in any transaction or series of transactions contemplated by Item 404(a) of Regulation S-K.

Mr. Mirshekari will receive the standard compensation paid by the Company to its non-employee directors. As part of this compensation, Mr. Mirshekari will receive, in amounts prorated to reflect his service through the date of the Company's 2024 Annual General Meeting of Shareholders, (i) an award of $175,000 of restricted stock units of the Company's common stock to be granted on March 1, 2024 in accordance with the Sensata’s Directors’ Compensation Policy, (ii) a Board cash retainer or $100,000, and (iii) a committee member cash retainer or $10,000 for each of the Finance Committee and Growth & Innovation Committee.

A copy of the press release announcing the appointment of Mr. Mirshekari to the Board is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	February 20, 2024 press release entitled "Sensata Technologies Appoints John Mirshekari to Its Board of Directors."
104	Cover Page Interactive Data File (embedded within inline XBRL document)

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SIGNATURES

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 hereunto duly authorized.

		SENSATA TECHNOLOGIES HOLDING PLC
		/s/ David K. Stott
Date:	February 20, 2024	Name: David K. Stott
		Title: Senior Vice President, General Counsel and Corporate Secretary

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