--- schema_version: "secwatch.filing_event.v1" accession: "0000088205-24-000042" form_type: "8-K" ticker: "SPXC" cik: "0000088205" company_name: "SPX Technologies, Inc." filed_at: "2024-05-14T23:59:59+00:00" generated_at: "2026-06-02T01:39:04.250531+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # SPX Tech shareholders approve board declassification, officer exculpation, forum selection ## Summary - Elected directors Shaw, Toth, and Willis to 2027 terms; 96.45% of shares represented. - Approved charter amendment requiring annual board elections (over 80% votes cast in favor). - Approved exculpation of certain officers under Delaware law (majority vote). - Approved Delaware and federal forum selection provisions for securities lawsuits. - Ratified Deloitte & Touche as independent auditor for fiscal 2024. ## SEC filing metadata - accession: 0000088205-24-000042 - form_type: 8-K - ticker: SPXC - cik: 0000088205 - company_name: SPX Technologies, Inc. - filed_at: 2024-05-14T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/0000088205-24-000042-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/spxc-20240514.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000088205-24-000042 - JSON: https://secwatch.observer/filing/0000088205-24-000042.json - Plain text: https://secwatch.observer/filing/0000088205-24-000042.txt ## Key facts - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/0000088205-24-000042-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/0000088205-24-000042-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/0000088205-24-000042-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/0000088205-24-000042-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/0000088205-24-000042-index.htm - Shareholder Votes SPX Technologies, Inc. shareholders approved Election of directors at the 2024-05-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/0000088205-24-000042-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/0000088205-24-000042-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/0000088205-24-000042-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/88205/000008820524000042/0000088205-24-000042-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.