Form 8-K - Current report

false 0001740332 0001740332 2024-05-20 2024-05-20

 

 

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 20, 2024

 

 

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-38635		82-5318796
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

16100 N. 71st Street, Suite 550 Scottsdale, Arizona		85254
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

(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:

 

☐	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:
Common Stock, par value $0.001 per share		REZI		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 of 1933 (§ 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resideo Technologies, Inc. (the “Company”) previously disclosed that Phillip Theodore transitioned to a new, non-executive officer position of Senior Vice President, Executive Advisor, effective December 5, 2023, in connection with a change in leadership of the Company’s Products & Solutions business. On May 31, 2024, Mr. Theodore’s employment was involuntarily terminated without cause under circumstances that entitle him to severance benefits as described in the Company’s Form 8-K filed December 5, 2023. In addition, in recognition of his service and efforts to facilitate a smooth transition of leadership through his employment in 2024, on May 20, 2024, the Compensation and Human Capital Management Committee approved payment to Mr. Theodore of a payout of his annual incentive opportunity, based on actual results for 2024, pro-rated for his period of employment in 2024.

At the Company’s Annual Meeting of Shareholders held on June 5, 2024, the Company’s shareholders approved the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Amended and Restated Plan”). The Amended and Restated Plan was approved by the Company’s Board of Directors (the “Board”) on March 22, 2024, subject to the approval of the Company’s shareholders, and became effective with such shareholder approval on June 5, 2024.

A description of the terms of the Amended and Restated Plan can be found in “Proposal 4: Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates” (pages 74 through 80) in the Company’s definitive proxy statement dated April 25, 2024, and filed with the Securities and Exchange Commission on April 23, 2024 (the “2024 Proxy Statement”), which description is incorporated by reference herein.

The foregoing description and the description incorporated by reference from the 2024 Proxy Statement are qualified in their entirety by reference to the Amended and Restated Plan.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The following matters set forth in the 2024 Proxy Statement were voted upon with the results indicated below.

 

1.

The nominees listed below were elected as directors with the respective votes set forth opposite their names:

 

Proposal 1		Shares For		Shares Against		Abstentions		Broker Non-Votes
Roger Fradin		117,527,882		12,669,841		354,081		7,934,769
Jay Geldmacher		129,986,552		464,021		101,231		7,934,769
Paul Deninger		129,981,744		464,340		105,720		7,934,769
Cynthia Hostetler		128,002,243		2,455,249		94,312		7,934,769
Brian Kushner		114,946,107		15,500,922		104,775		7,934,769
Jack Lazar		105,757,695		24,689,056		105,053		7,934,769
Nina Richardson		126,380,011		4,070,609		101,184		7,934,769
Andrew Teich		127,015,740		3,431,893		104,171		7,934,769
Sharon Wienbar		124,915,156		5,544,839		91,809		7,934,769
Kareem Yusuf		128,548,425		1,893,855		109,524		7,934,769

 

2.

The non-binding advisory vote on executive compensation disclosed in the Company’s 2024 Proxy Statement was approved by the votes set forth below:

 

		Shares For		Shares Against		Abstentions		Broker Non-Votes
Proposal 2		104,981,121		25,402,940		167,743		7,934,769

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3.

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was approved by the votes set forth below:

 

		Shares For		Shares Against		Abstentions		Broker Non-Votes
Proposal 3		138,223,289		168,046		95,238		—

 

4.

Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates was approved by the votes set forth below:

 

		Shares For		Shares Against		Abstentions		Broker Non-Votes
Proposal 4		125,855,625		4,508,807		187,372		7,934,769

 

5.

The shareholder proposal regarding excessive severance pay was not approved by the votes set forth below:

 

		Shares For		Shares Against		Abstentions		Broker Non-Votes
Proposal 5		5,985,437		124,448,008		118,359		7,934,769

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)		Exhibits
10.1		Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 23, 2024).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

 

Date: June 7, 2024				RESIDEO TECHNOLOGIES, INC.
				By:		/s/ Jeannine J. Lane
				Name:		Jeannine J. Lane
				Title:		Executive Vice President, General Counsel and Corporate Secretary

Document and Entity Information	May 20, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001740332
Document Type	8-K
Document Period End Date	May 20, 2024
Entity Registrant Name	RESIDEO TECHNOLOGIES, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-38635
Entity Tax Identification Number	82-5318796
Entity Address, Address Line One	16100 N. 71st Street
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85254
City Area Code	(480)
Local Phone Number	573-5340
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	REZI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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