8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): June 15, 2022
VERTIV HOLDINGS CO
(Exact name of registrant as specified in its charter)
Delaware		001-38518	81-2376902
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
1050 Dearborn Drive, Columbus, Ohio 43085
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 614-888-0246
Check the appropriate box below if the Form 8-K 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 each exchange on which registered
Class A common stock, $0.0001 par value per share	VRT	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 (§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.

On June 15, 2022, Vertiv Holdings Co (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. Of the 376,686,144 shares of the Company’s Class A common stock outstanding and entitled to vote at the Annual Meeting, 340,405,359, shares (or 90.36%), constituting a quorum, were represented in person (online) or by proxy at the Annual Meeting.

Set forth below are the final voting results for the three proposals submitted to a vote of the stockholders at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to stockholders on April 28, 2022.

Proposal 1: Stockholders elected nine directors to the Company’s Board of Directors, each for a term of one year expiring at the Company’s 2023 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, based on the following votes:

Director Nominee	For	Withhold	Broker Non-Votes
David M. Cote	323,289,368	4,245,881	12,870,110
Rob Johnson	323,564,076	3,971,173	12,870,110
Joseph van Dokkum	239,479,401	88,055,848	12,870,110
Roger Fradin	229,829,311	97,705,938	12,870,110
Jacob Kotzubei	297,249,095	30,286,154	12,870,110
Matthew Louie	319,230,895	8,304,354	12,870,110
Edward L. Monser	279,085,378	48,449,871	12,870,110
Steven S. Reinemund	323,127,987	4,407,262	12,870,110
Robin L. Washington	321,471,553	6,063,696	12,870,110

Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following votes:

For	Against	Abstentions	Broker Non-Votes
311,611,158	15,712,440	211,651	12,870,110

Proposal 3: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, based on the following votes:

For	Against	Abstentions	Broker Non-Votes
335,905,097	4,351,001	149,261	—

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 hereunto duly authorized.

Date: June 17, 2022	Vertiv Holdings Co
	/s/ Stephanie L. Gill
	Name: Stephanie L. Gill
	Title: Chief Legal Counsel

XML

Cover	Jun. 15, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 15, 2022
Entity Registrant Name	VERTIV HOLDINGS CO
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38518
Entity Tax Identification Number	81-2376902
Entity Address, Address Line One	1050 Dearborn Drive
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43085
City Area Code	614
Local Phone Number	888-0246
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	VRT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001674101
Amendment Flag	false