Form 8-K - Current report

0001720635False00017206352024-05-172024-05-17

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): May 17, 2024

nVent Electric plc

(Exact name of Registrant as specified in its charter) 

 

Ireland			001-38265			98-1391970
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

    The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW, United Kingdom

(Address of principal executive offices)

Registrant's telephone number, including area code: 44-20-3966-0279

 

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			Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share			NVT			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 (§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. ☐

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ITEM 5.07 Submission of Matters to a Vote of Security Holders.

nVent Electric plc (the "Company") held its 2024 annual general meeting of shareholders on May 17, 2024. There were 165,954,829 ordinary shares issued and outstanding at the close of business on March 20, 2024 and entitled to vote at the annual general meeting. A total of 151,265,848 ordinary shares (91.15%) were represented at the annual general meeting.

The items voted upon at the annual general meeting and the results of the vote on each proposal were as follows:

Proposal 1. — Elect Director Nominees

To elect nine director nominees for one-year terms expiring on completion of the 2025 annual general meeting of shareholders. Each nominee for director was elected by a vote of the shareholders as follows:

Nominees			Votes For			Votes Against			Abstentions			Broker Non-Votes
Sherry A. Aaholm			141,744,197			1,570,778			145,104			7,805,769
Jerry W. Burris			141,968,687			1,340,536			150,856			7,805,769
Susan M. Cameron			142,692,317			623,125			144,637			7,805,769
Michael L. Ducker			142,149,031			1,158,812			152,236			7,805,769
Danita K. Ostling			142,810,843			500,528			148,708			7,805,769
Nicola Palmer			142,760,926			545,627			153,526			7,805,769
Herbert K. Parker			134,126,260			9,179,318			154,501			7,805,769
Greg Scheu			142,777,347			527,706			155,026			7,805,769
Beth A. Wozniak			138,637,558			4,563,307			259,214			7,805,769

Proposal 2. — Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers

To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved, by non-binding advisory vote, by shareholders as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
138,595,323			4,030,760			833,996			7,805,769

Proposal 3. — Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor of nVent Electric plc and Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration

To ratify, by non-binding advisory vote, the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the year ending December 31, 2024 and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditor’s remuneration. The proposal was approved by a vote of the shareholders as follows:

Votes For			Votes Against			Abstentions
150,854,353			242,242			169,253

Proposal 4. — Authorize the Board of Directors to Allot and Issue New Shares Under Irish Law

To authorize the Board of Directors to allot and issue new shares under Irish law. The proposal was approved by a vote of the shareholders as follows:

Votes For			Votes Against			Abstentions
149,135,430			1,947,099			183,319

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Proposal 5. — Authorize the Board of Directors to Opt Out of Statutory Preemption Rights Under Irish Law

To authorize the Board of Directors to opt out of statutory preemption rights under Irish law. The proposal was approved by a vote of the shareholders as follows:

Votes For			Votes Against			Abstentions
144,296,625			6,756,062			213,161

Proposal 6. — Authorize the Price Range at Which nVent Electric plc Can Re-allot Shares It Holds as Treasury Shares Under Irish Law

To authorize the price range at which the Company can re-allot shares it holds as treasury shares under Irish law. The proposal was approved by a vote of the shareholders as follows:

Votes For			Votes Against			Abstentions
150,240,746			753,147			271,955

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SIGNATURE

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, on May 20, 2024.

			nVent Electric plc
			Registrant
			By:			/s/ Shawna L. Fullerton
						Shawna L. Fullerton
						Assistant Secretary

Cover Page	May 17, 2024
Cover [Abstract]
Document Type	8-K
8-K	May 17, 2024
Entity Registrant Name	nVent Electric plc
Entity Incorporation, State or Country Code	L2
Entity Tax Identification Number	98-1391970
Entity Address, Address Line One	The Mille, 1000 Great West Road, 8th Floor (East)
Entity Address, City or Town	London
Entity Address, Postal Zip Code	TW8 9DW
Entity Address, Country	GB
Country Region	44
City Area Code	20
Local Phone Number	3966-0279
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, nominal value $0.01 per share
Trading Symbol	NVT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001720635
Amendment Flag	false
Entity File Number	001-38265

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