secwatch / observer
8-K filed May 14, 2024, 7:59 PM ET ticker SPXC CIK 0000088205
other material confidence high sentiment neutral materiality 0.40

SPX Tech shareholders approve board declassification, officer exculpation, forum selection

SPX Technologies, Inc.

item 5.03item 5.07item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SPX Technologies, Inc.: Amended certificate of incorporation to provide for annual election of directors, exculpation of officers, Delaware forum selection provision, and federal forum selection provision for Securities Act claims (effective 2024-05-14).

Change
charter amendment
Effective
2024-05-14
Exact text from the filing
On May 14, 2024, following the adjournment of the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of SPX Technologies, Inc. (the “Company”) at which the Company’s stockholders approved the amendments to the Company’s Amended and Restated Certificate of Incorporation as specified in Item 5.07 of this report (collectively, the “Charter Amendments”), the Company filed with the Delaware Secretary of State a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the Charter Amendments. Upon such filing, the Charter Amendments became effective.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SPX Technologies, Inc.: Amended and restated bylaws to conform to charter amendments and correct internal section references (effective 2024-05-14).

Change
bylaw amendment
Effective
2024-05-14
Exact text from the filing
Following the effectiveness of the Charter Amendments, on May 14, 2024, the Company’s Board of Directors approved an amendment and restatement of the Company’s amended and restated by-laws, which effected amendments to provisions of the by-laws otherwise inconsistent with the provisions of the Charter Amendments to conform to the provisions of the Charter Amendments and corrections to internal section references.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

SPX Technologies, Inc. shareholders approved Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the annual election of the Board of Directors at the 2024-05-14 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2024-05-14
Exact text from the filing
Proposal 3: Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the annual election of the Board of Directors. For Against Abstain Broker Non-Votes 43,185,959 42,837 29,789 1,349,841
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

SPX Technologies, Inc. shareholders approved Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to add a Delaware forum selection provision for certain legal actions at the 2024-05-14 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2024-05-14
Exact text from the filing
Proposal 5: Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to add a Delaware forum selection provision for certain legal actions. For Against Abstain Broker Non-Votes 39,276,569 3,917,981 64,035 1,349,841
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

SPX Technologies, Inc. shareholders approved Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to add a federal forum selection provision for claims under the Securities Act of 1933, as amended at the 2024-05-14 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2024-05-14
Exact text from the filing
Proposal 6: Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to add a federal forum selection provision for claims under the Securities Act of 1933, as amended. For Against Abstain Broker Non-Votes 37,571,169 5,622,864 64,552 1,349,841
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.95

SPX Technologies, Inc. shareholders approved Election of directors at the 2024-05-14 meeting.

Proposal
director election
Outcome
passed
Meeting
2024-05-14
Exact text from the filing
Proposal 1: Election of directors. Director Nominee Term Expiring For Against Abstain Broker Non-Votes Ruth G. Shaw 2027 40,384,225 2,849,670 24,690 1,349,841
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

SPX Technologies, Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 at the 2024-05-14 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2024-05-14
Exact text from the filing
Proposal 7: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024. For Against Abstain 43,851,590 712,735 44,101
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

SPX Technologies, Inc. shareholders approved Approval of named executive officers’ compensation as disclosed in the 2024 Proxy Statement, on a non-binding advisory basis (“Say-on-Pay”) at the 2024-05-14 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2024-05-14
Exact text from the filing
Proposal 2: Approval of named executive officers’ compensation as disclosed in the 2024 Proxy Statement, on a non-binding advisory basis (“Say-on-Pay”). For Against Abstain Broker Non-Votes 42,030,376 1,160,756 67,453 1,349,841
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.98

SPX Technologies, Inc. shareholders approved Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by recent amendments to Delaware law at the 2024-05-14 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2024-05-14
Exact text from the filing
Proposal 4: Approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by recent amendments to Delaware law. For Against Abstain Broker Non-Votes 38,120,572 5,087,544 50,469 1,349,841
View on SEC.gov

188 governance changes filed in the last 30 days. Browse all governance changes →

SPX Technologies, Inc. filing history →

Source: SEC EDGAR
accession 0000088205-24-000042
view filing index on sec.gov
view primary document
Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.