0001193125-19-162770.txt : 20190531 0001193125-19-162770.hdr.sgml : 20190531 20190531160132 ACCESSION NUMBER: 0001193125-19-162770 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190524 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190531 DATE AS OF CHANGE: 20190531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELDEN INC. CENTRAL INDEX KEY: 0000913142 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 363601505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12561 FILM NUMBER: 19870371 BUSINESS ADDRESS: STREET 1: 1 NORTH BRENTWOOD BLVD STREET 2: 15TH FLOOR CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 314-854-8000 MAIL ADDRESS: STREET 1: 1 NORTH BRENTWOOD BLVD STREET 2: 15TH FLOOR CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: BELDEN CDT INC. DATE OF NAME CHANGE: 20040716 FORMER COMPANY: FORMER CONFORMED NAME: CABLE DESIGN TECHNOLOGIES CORP DATE OF NAME CHANGE: 19931006 8-K 1 d752748d8k.htm 8-K 8-K

 

 

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 24, 2019

 

 

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 

 

 

Delaware   001-12561   36-3601505
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

1 North Brentwood Boulevard, 15th Floor

St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if this 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 each exchange on which registered

Common Stock, $0.01 Par Value   BDC   New York Stock Exchange
Depository Shares, each representing a 1/100th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock   BDC.PRB   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.  ☐

 

 

 

TABLE OF CONTENTS

 

Item 5.02    Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.07    Submission of Matters to a Vote of Security Holders.

SIGNATURES

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 24, 2019, Ross Rosenberg, the Company’s Senior Vice President, Strategy and Corporate Development, informed the Company that he is resigning from his position as of June 7, 2019.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 24, 2019, the Belden Inc. (the “Company”) held its regular Annual Meeting of Stockholders. The stockholders considered three proposals. The results of the voting were as follows:

Proposal 1: Election of Nine Directors for a One-Year Term.

 

   

Shares Voted For

  

Shares Voted Against

  

Abstained

  

Broker Non-Votes

David Aldrich

   37,049,099   328,677   57,592   671,318

Lance C. Balk

   36,884,664   493,139   57,565   671,318

Steven W. Berglund

   37,174,550   203,251   57,567   671,318

Diane D. Brink

   37,259,147   118,657   57,564   671,318

Judy L. Brown

   37,195,313   182,491   57,564   671,318

Bryan C. Cressey

   36,245,046   1,132,730   57,592   671,318

Jonathan C. Klein

   37,259,211   118,573   57,584   671,318

George Minnich

   37,261,540   116,236   57,592   671,318

John S. Stroup

   36,652,499   725,304   57,565   671,318

Proposal 2: Ratification of Ernst & Young as Independent Registered Public Accountant.

 

For

  

Against

  

Abstain

37,782,712   266,611   57,363

Proposal 3: Advisory Vote on Executive Compensation.

 

For

  

Against

  

Abstain

  

Broker Non-Votes

36,282,392   1,075,818   77,158   671,318

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.

 

    BELDEN INC.
Date: May 31, 2019     By:   /s/ Brian E. Anderson
      Brian E. Anderson
      Senior Vice President, Legal, General
      Counsel and Corporate Secretary