8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Sep 14, 2022 · 3y ago · Accession 0000950170-22-018495
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September 14, 2022
METHODE ELECTRONICS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-33731
36-2090085
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
8750 West Bryn Mawr Avenue
Chicago , Illinois
60631-3518
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 708 867-6777
(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:
☐ 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, $0.50 Par Value
MEI
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The annual meeting of the stockholders of Methode Electronics, Inc. (“Methode” or the “Company”) was held on September 14, 2022 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted to approve the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (the “Plan”). A description of the terms and conditions of the Plan is set forth in “Proposal Two, Approval of the Methode Electronics, Inc. 2022 Omnibus Incentive Plan” in the Company’s 2022 Proxy Statement filed with the Securities and Exchange Commission on July 26, 2022 (the “Proxy Statement”), and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries only and are qualified in their entirety by the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders voted on and approved proposals to (i) elect twelve (12) directors to hold office until the next annual meeting of stockholders or until their successors are elected and qualified; (ii) approve the Plan; (iii) ratify the Audit Committee's selection of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending April 29, 2023 and (iv) cast an advisory vote on named executive officer compensation. The voting results for each proposal were as follows:
1. Election of Directors:
FOR
AGAINST
ABSTAIN
Broker Non-Vote
WALTER J ASPATORE
26,460,044
7,189,218
4,292
831,768
DAVID P. BLOM
33,000,121
641,293
12,140
831,768
THERESE M. BOBEK
32,967,132
678,014
8,408
831,768
BRIAN J. CADWALLADER
26,624,668
7,024,648
4,238
831,768
BRUCE K. CROWTHER
26,189,535
7,451,852
12,167
831,768
DARREN M. DAWSON
32,351,712
1,296,565
5,277
831,768
DONALD W. DUDA
33,322,716
326,697
4,141
831,768
JANIE GODDARD
33,214,744
430,504
8,306
831,768
MARY A. LINDSEY
33,249,920
400,013
3,621
831,768
ANGELO V. PANTALEO
33,293,278
350,978
9,298
831,768
MARK D. SCHWABERO
32,937,242
712,149
4,163
831,768
LAWRENCE B. SKATOFF
32,297,625
1,351,637
4,292
831,768
2. Approve the Plan:
FOR
AGAINST
ABSTAIN
Broker Non-vote
29,326,927
4,298,480
28,147
831,768
3. Ratify Ernst & Young LLP to serve as the Company’s independent registered public accounting firm:
FOR
AGAINST
ABSTAIN
33,505,977
972,956
6,389
4. Advisory approval of the Company’s named executive officer compensation:
FOR
AGAINST
ABSTAIN
Broker Non-vote
25,508,824
8,092,136
52,594
831,768
Item 9.01 Financial Statements and Exhibits.
d) Exhibits:
Exhibit
Number
Description
10.1
Methode Electronics, Inc. 2022 Omnibus Incentive Plan
104
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 thereunto duly authorized.
Methode Electronics, Inc.
Date:
September 14, 2022
By:
/s/ Ronald L.G. Tsoumas
Ronald L.G. Tsoumas
Chief Financial Officer
Filing details
- Company
- METHODE ELECTRONICS INC
- Ticker
- MEI
- CIK
- 65270
- Form type
- 8-K
- Filing date
- Sep 14, 2022
- Report date
- Sep 14, 2022
- Document
- mei-20220914.htm
- Size
- 612 KB