8-K
filed May 11, 2023, 7:59 PM ET
ticker TFX
CIK 0000096943
other material
confidence high
sentiment positive
materiality 0.35
Teleflex shareholders approve elimination of supermajority voting provisions
TELEFLEX INC
- Shareholders voted 41.6M for, 175k against to amend certificate of incorporation, eliminating supermajority voting.
- Three directors elected: Gretchen Haggerty, Liam Kelly, Jaewon Ryu with votes for ranging 39.7M–41.7M.
- Advisory vote on executive compensation received 39.1M for (93.6% of votes cast); annual say-on-pay adopted.
- Shareholder proposal for special meeting right defeated: 11.4M for, 30.2M against.
- Teleflex 2023 Stock Incentive Plan approved with 39.2M for, 2.6M against.
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
TELEFLEX INC: Amended and restated certificate of incorporation to eliminate supermajority voting provisions (effective 2023-05-08).
- Change
- charter amendment
- Effective
- 2023-05-08
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TELEFLEX INC shareholders approved Election of three directors.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TELEFLEX INC shareholders approved Advisory Vote on Compensation of Named Executive Officers.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TELEFLEX INC shareholders rejected Stockholder Proposal to Adopt a Shareholder Right to Call a Special Shareholder Meeting.
- Outcome
- failed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TELEFLEX INC shareholders approved Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.
- Proposal
- auditor ratification
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TELEFLEX INC shareholders approved Approval of Teleflex Incorporated 2023 Stock Incentive Plan.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TELEFLEX INC shareholders approved Amendment of Certificate of Incorporation to Eliminate Supermajority Voting Provisions.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TELEFLEX INC shareholders approved Advisory Vote on Frequency of Advisory Vote on Compensation of Named Executive Officers.
- Proposal
- say on pay frequency
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
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