0000318833-18-000033.txt : 20180521 0000318833-18-000033.hdr.sgml : 20180521 20180521171725 ACCESSION NUMBER: 0000318833-18-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180517 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180521 DATE AS OF CHANGE: 20180521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEAM INC CENTRAL INDEX KEY: 0000318833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 741765729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08604 FILM NUMBER: 18850536 BUSINESS ADDRESS: STREET 1: 13131 DAIRY ASHFORD STREET 2: SUITE 600 CITY: SUGAR LAND STATE: TX ZIP: 77478 BUSINESS PHONE: 2813316154 MAIL ADDRESS: STREET 1: 13131 DAIRY ASHFORD STREET 2: SUITE 600 CITY: SUGAR LAND STATE: TX ZIP: 77478 8-K 1 tisiform8-k2018annualmeeti.htm FORM 8-K Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, DC 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): May 17, 2018
 
TEAM, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
Delaware
 
001-08604
 
74-1765729
(State or Other Jurisdiction
of Incorporation)
 
 
(Commission
File Number)
 
 
(IRS Employer
Identification No.)
 
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478
(Address of Principal Executive Offices and Zip Code)
 
Registrant’s telephone number, including area code: (281) 331-6154
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate line 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))

Indicate by check mark whether 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 May 17, 2018, Team, Inc., a Delaware corporation (the “Company”), held its 2018 Annual Meeting of Shareholders. The following matters were voted upon at the Annual Meeting of Shareholders: (1) the election of directors of the Company; (2) the ratification of the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2018; (3) the advisory vote on the compensation of the Named Executive Officers of the Company; (4) the approval of the issuance of shares of the Company’s common stock issuable upon the conversion of the Company’s 5.00% convertible senior notes; and (5) approval of the new Team, Inc. 2018 Equity Incentive Plan.
  
At the Annual Meeting of Shareholders, the nominees for election as directors set forth in Proposal 1 were each re-elected and Proposals 2, 3, 4 and 5 were each approved. The voting results were as follows:
 
Proposal #1 – Election of Directors
Name
 
Votes For
 
% of votes cast
 
Votes Withheld
 
% of votes cast
 
Broker Non-Votes
Amerino Gatti
 
21,672,412
 
96%
 
875,916
 
4%
 
4,187,295
Brian K. Ferraioli
 
21,653,286
 
96%
 
895,042
 
4%
 
4,187,295
Michael A. Lucas
 
21,483,593
 
95%
 
1,064,735
 
5%
 
4,187,295
Craig L. Martin
 
21,656,666
 
96%
 
891,662
 
4%
 
4,187,295
 

Proposal #2 – Ratification of Auditors
Votes For
 
% of votes cast
 
Votes Against
 
% of votes cast
 
Abstentions
 
% of votes cast
 
Broker Non-Votes
26,134,901
 
98%
 
375,305
 
1%
 
225,417
 
1%
 
—
 

Proposal #3 – Advisory Vote on the Compensation of the Named Executive Officers 
Votes For
 
% of votes cast
 
Votes Against
 
% of votes cast
 
Abstentions
 
% of votes cast
 
Broker Non-Votes
21,242,937
 
94%
 
1,082,291
 
5%
 
223,100
 
1%
 
4,187,295


Proposal #4 – Approval of the Issuance of Shares of the Company’s Common Stock Issuable upon the Conversion of the Company’s 5.00% Convertible Senior Notes
Votes For
 
% of votes cast
 
Votes Against
 
% of votes cast
 
Abstentions
 
% of votes cast
 
Broker Non-Votes
22,180,495
 
98%
 
284,847
 
1%
 
82,986
 
0%
 
4,187,295


Proposal #5 – Approval of the new Team, Inc. 2018 Equity Incentive Plan
Votes For
 
% of votes cast
 
Votes Against
 
% of votes cast
 
Abstentions
 
% of votes cast
 
Broker Non-Votes
20,945,262
 
93%
 
1,522,494
 
7%
 
80,572
 
0%
 
4,187,295

For purposes of this Item 5.07, percentages shown have been rounded to the nearest whole percentage. 





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.
 
TEAM, INC.
 
 
 
 
 
 
By:
/s/ André C. Bouchard
 
 
André C. Bouchard
 
 
Executive Vice President – Administration, Chief Legal Officer and Secretary
Dated: May 21, 2018