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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading |
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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.
On June 15, 2023, APi Group Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format. At the Annual Meeting, the shareholders voted on (i) the election of ten director nominees for a one-year term, (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.
As of the record date of April 18, 2023, there were 240,012,900 total shares outstanding entitled to 271,733,226 votes (including 235,212,900 shares of common stock entitled to one vote per share; 4,000,000 shares of Series A Preferred Stock entitled to one vote per share; and 800,000 shares of Series B Preferred Stock entitled to a total of 32,520,326 votes). Of the 271,733,226 votes available as of the record date, 235,444,457 votes were cast at the Annual Meeting.
1. The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the 2024 Annual Meeting of Shareholders and, in each case, until his or her successor is duly elected and qualified.
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For |
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Against |
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Abstain |
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Broker Non-Vote |
Sir Martin E. Franklin |
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206,921,560 |
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10,639,465 |
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71,896 |
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17,811,536 |
James E. Lillie |
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216,622,387 |
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929,043 |
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81,491 |
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17,811,536 |
Ian G. H. Ashken |
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174,302,015 |
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43,224,013 |
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106,893 |
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17,811,536 |
Russell A. Becker |
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216,300,997 |
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1,181,373 |
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150,551 |
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17,811,536 |
David S. Blitzer |
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216,950,435 |
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565,072 |
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117,414 |
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17,811,536 |
Paula D. Loop |
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216,224,928 |
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1,331,147 |
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76,846 |
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17,811,536 |
Anthony E. Malkin |
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215,511,037 |
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1,994,062 |
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127,822 |
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17,811,536 |
Thomas V. Milroy |
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216,306,397 |
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1,198,923 |
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127,601 |
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17,811,536 |
Cyrus D. Walker |
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169,525,310 |
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47,959,286 |
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148,325 |
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17,811,536 |
Carrie A. Wheeler |
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182,535,518 |
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34,990,876 |
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106,527 |
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17,811,536 |
2. The shareholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year.
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Against |
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Abstain |
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233,978,886 |
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1,122,886 |
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342,685 |
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3. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, representing 95.45% votes cast in favor of the proposal.
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Against |
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Abstain |
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Broker Non-Vote |
207,383,830 |
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9,891,247 |
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357,844 |
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17,811,536 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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APi Group Corporation |
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Date: |
June 20, 2023 |
By: |
/s/ Louis B. Lambert |
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Name: Louis B. Lambert |