Bylaw Amendment · Shareholder Vote

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 5, 2023 TELEFLEX INCORPORATED (Exact name of Registrant as Specified in Its Charter) Delaware 1-5353 23-1147939 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.) 550 E. Swedesford Rd., Suite 400 Wayne, PA 19087 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code (610) 225-6800 Not applicable (Former Name or Former Address, If Changed Since Last Report) 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, par value $1 per share TFX New York Stock Exchange 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: ☐ 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 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Teleflex Incorporated (the “Company”) held its 2023 annual meeting of stockholders on May 5, 2023 (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s certificate of incorporation (the “Certificate of Incorporation”) to eliminate supermajority voting provisions from the Certificate of Incorporation. A description of the amendment and restatement of the Certificate of Incorporation is more fully described on pages 76-77 of the Company’s definitive proxy statement for the 2023 Annual Meeting filed on March 31, 2023 in the section entitled “Proposal 3: Approval of Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions,” which pages are incorporated herein by reference as Exhibit 99.1. The amended and restated Certificate of Incorporation (the “A&R Certificate of Incorporation”) reflecting these revisions was filed with the Secretary of State of the State of Delaware on May 8, 2023 (the “Filing Date”) and went effective on that date. The foregoing description of the A&R Certificate of Incorporation is qualified in its entirety by reference to the text of the Company’s Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. (a) At the 2023 Annual Meeting, the Company’s stockholders voted on: • the election of three directors of the Company to serve for a term of one year or until their successors have been duly elected and qualified; • a proposal to approve the Teleflex Incorporated 2023 Stock Incentive Plan; • a proposal to amend the Company's certificate of incorporation to eliminate supermajority voting provisions; • the approval, on an advisory basis, of the compensation of the Company’s named executive officers; • an advisory vote on whether future advisory votes on the compensation of the Company's named executive officers should be held every one, two or three years; • the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023; and • a stockholder proposal to adopt a shareholder right to call a special shareholder meeting. (b) The final voting results with respect to each proposal are set forth below. 1.    Election of Directors Name For Against Abstain Broker Non-Votes Gretchen R. Haggerty 39,676,031 2,141,740 34,888 1,512,662 Liam J. Kelly 39,730,882 2,089,081 32,696 1,512,662 Jaewon Ryu 41,739,613 83,809 29,237 1,512,662 2 .    Approval of Teleflex Incorporated 2023 Stock Incentive Plan For Against Abstain Broker Non-Votes 39,161,354 2,645,476 45,829 1,512,662 3.    Amendment of Certificate of Incorporation to Eliminate Supermajority Voting Provisions For Against Abstain Broker Non-Votes 41,603,960 175,617 73,083 1,512,662 4.    Advisory Vote on Compensation of Named Executive Officers For Against Abstain Broker Non-Votes 39,108,943 2,684,640 59,077 1,512,662 5.    Advisory Vote on Frequency of Advisory Vote on Compensation of Named Executive Officers Every 1 Year Every 2 Years Every 3 Years Abstain Broker Non-Vote 41,340,218 25,010 420,396 67,036 1,512,662 6.    Ratification of Appointment of Independent Registered Public Accounting Firm For Against Abstain Broker Non-Votes 42,028,891 1,304,927 31,504 0 7.    Stockholder Proposal to Adopt a Shareholder Right to Call a Special Shareholder Meeting For Against Abstain Broker Non-Votes 11,419,958 30,208,955 223,746 1,512,662 (c) In light of the voting results with respect to the frequency of stockholder votes on executive compensation, the Company has decided that it will hold an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of stockholder votes on the compensation of executives. The Company is required to hold votes on frequency every six years. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Title 3.1* - Amended and Restated Certificate of Incorporation of Teleflex Incorporated, effective May 8, 2023. 99.1 - The section entitled “Proposal 3: Approval of Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions” of the Company’s Proxy Statement is incorporated herein by reference from the Company’s Proxy Statement filed on March 31, 2023. 104 - The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL. *Filed herewith. 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: May 11, 2023 TELEFLEX INCORPORATED By: /s/ Daniel V. Logue Name: Daniel V. Logue Title: Corporate Vice President, General Counsel and Secretary