form8k05222014


 
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 22, 2014
 
__________________________________________ 
SENSATA TECHNOLOGIES HOLDING N.V.
(Exact name of Registrant as specified in its charter)
 
 __________________________________________
The Netherlands
 
001-34652
 
98-0641254
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
Kolthofsingel 8, 7602 EM Almelo
The Netherlands
(Address of Principal executive offices, including Zip Code)
31-546-879-555
(Registrant's telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
 __________________________________________
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 





Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual General Meeting of Shareholders of Sensata Technologies Holding N.V. (the “Company”) was held on May 22, 2014. Set forth below are the matters the shareholders voted on and the final voting results. The proposals below are described in detail in the Proxy Statement.
1. Election of Directors: 
Nominee
 
Votes For
 
Votes Withheld
 
Broker
Non-Votes
Thomas Wroe, Jr.
 
152,429,025
 
209,663
 
1,746,453
Martha Sullivan
 
152,607,275
 
31,413
 
1,746,453
Lewis B. Campbell
 
152,395,463
 
243,225
 
1,746,453
Paul Edgerley
 
152,338,555
 
300,133
 
1,746,453
Michael J. Jacobson
 
152,590,285
 
48,403
 
1,746,453
John Lewis
 
152,524,559
 
114,129
 
1,746,453
Charles W. Peffer
 
152,479,903
 
158,785
 
1,746,453
Kirk P. Pond
 
152,394,723
 
243,965
 
1,746,453
Stephen Zide
 
152,522,903
 
115,785
 
1,746,453
Andrew Teich
 
152,590,321
 
48,367
 
1,746,453
James E. Heppelmann
 
152,590,285
 
48,403
 
1,746,453
Each of the nominees was elected for a term of one year.
2. To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014:  
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
153,914,888
 
462,731
 
7,522
 
—
3. To adopt the Company’s Dutch statutory annual accounts for the fiscal year ended December 31, 2013:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
152,545,958
 
87,988
 
4,742
 
1,746,453
4. To discharge members of the Company’s Board of Directors from certain liabilities for fiscal year 2013: 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
152,266,313
 
363,466
 
8,909
 
1,746,453
5. To approve the amendment to the remuneration policy of the Company's Board of Directors: 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
150,592,326
 
134,684
 
1,911,678
 
1,746,453
6. To extend to the Company's Board of Directors for a period of 18 months from the date of the General Meeting the authority to repurchase up to 10% of the outstanding shares, as determined on the record date, in the capital of the Company, on the open market, through privately negotiated transactions or in one or more self tender offers, at prices per share not less than the nominal value of a share and not higher than 110% of the market price at the time of the transaction: 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
152,426,596
 
207,029
 
5,063
 
1,746,453
7. Advisory proposal to approve the compensation of the Company’s named executive officers:

Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
123,770,573
 
26,954,667
 
1,913,448
 
1,746,453
8. Advisory proposal on how often to vote on the approval of the compensation of the Company’s named executive officers:
Every Year
 
Every Two Years
 
Every Three Years
 
Abstentions
 
Broker
Non-Votes
140,626,287
 
25,725
 
11,941,802
 
44,874
 
1,746,453




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 N.V.
 
 
 
 
 
 
 
/s/ Paul Vasington
Date: May 27, 2014
 
 
 
Name: Paul Vasington
 
 
 
 
Title: Executive Vice President and Chief Financial Officer