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 19, 2016
 
__________________________________________ 
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 (the "General Meeting") of Sensata Technologies Holding N.V. (the “Company”) was held on May 19, 2016. 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 for the General Meeting previously filed with the Securities and Exchange Commission.
1. Election of Directors: 
Nominee
 
Votes For
 
Votes Withheld
 
Broker
Non-Votes
Paul Edgerley
 
132,580,032
 
11,086,785
 
3,267,394
Martha Sullivan
 
143,538,604
 
128,213
 
3,267,394
Beda Bolzenius
 
143,538,323
 
128,494
 
3,267,394
James E. Heppelmann
 
143,487,552
 
179,265
 
3,267,394
Michael J. Jacobson
 
143,538,668
 
128,149
 
3,267,394
Charles W. Peffer
 
143,261,053
 
405,764
 
3,267,394
Kirk P. Pond
 
143,079,879
 
586,938
 
3,267,394
Andrew Teich
 
143,538,975
 
127,842
 
3,267,394
Thomas Wroe
 
143,497,565
 
169,252
 
3,267,394
Stephen Zide
 
132,740,137
 
10,926,680
 
3,267,394
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, 2016:  
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
146,862,806
 
35,008
 
36,397
 
3. To adopt the Company’s Dutch statutory annual accounts for the fiscal year ended December 31, 2015:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
146,892,239
 
4,197
 
37,775
 
4. To discharge members of the Company’s Board of Directors from certain liabilities for fiscal year 2015: 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
143,100,109
 
509,674
 
57,034
 
3,267,394
5. 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 ordinary 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 an ordinary share and not higher than 110% of the market price at the time of the transaction: 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
146,653,391
 
276,497
 
4,323
 
6. To amend the Company's Articles of Association to include a derivative disclosure requirement:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
83,768,131
 
59,526,589
 
372,097
 
3,267,394
7. Advisory proposal to approve the 2015 compensation of the Company’s named executive officers:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
141,742,777
 
1,803,234
 
120,806
 
3,267,394

8. To amend the Director remuneration policy and to implement a Director stock ownership requirement:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
143,124,262
 
461,914
 
80,641
 
3,267,394






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 24, 2016
 
 
 
Name: Paul Vasington
 
 
 
 
Title: Executive Vice President and Chief Financial Officer