Form 8-K ICHOR HOLDINGS, LTD. For: May 24

May 25, 2022 8:02 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 24, 2022

 

ICHOR HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Cayman Islands

 

001-37961

 

Not Applicable

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3185 Laurelview Ct.

Fremont, California 94538

(Address of principal executive offices, including Zip Code)

(510) 897-5200

(Registrant’s telephone number, including area code)

Not Applicable

(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(s)

Name of each exchange on which registered

Ordinary Shares, par value $0.0001

ICHR

The NASDAQ Stock Market LLC

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.   ☐

 


 

Item 5.07  Submission of Matters to a Vote of Security Holders

On May 24, 2022, Ichor Holdings, Ltd. (the “Company”) held its 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) in Fremont, California. A total of 26,563,485 outstanding ordinary shares of the Company were represented by proxy at the Annual Meeting. The final voting results for each of the items submitted to a shareholder vote at the Annual Meeting are set forth below.

1.

To elect Wendy Arienzo, Marc Haugen, and Sarah O’Dowd, Class III directors, to hold office in accordance with the terms of the Company’s amended and restated memorandum and articles of association (“Memorandum and Articles”) until the Company’s annual general meeting to be held in 2025 or until their respective successors are duly elected and qualified:

 

Director Nominee

 

For

 

 

Withhold

 

 

Broker Non-Votes

 

Marc Haugen

 

 

23,656,166

 

 

 

435,601

 

 

 

2,471,718

 

Wendy Arienzo

 

 

17,770,049

 

 

 

6,321,718

 

 

 

2,471,718

 

Sarah O'Dowd

 

 

23,944,863

 

 

 

146,904

 

 

 

2,471,718

 

 

 

2.

Special resolution to amend the Memorandum and Articles to declassify the Board of Directors of the Company (the “Board”), providing for the annual election of all directors beginning with the annual general meeting to be held in 2025:

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

24,060,414

 

 

 

20,974

 

 

 

10,379

 

 

 

2,471,718

 

 

 

3.

To approve, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”):

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

21,280,628

 

 

 

2,720,540

 

 

 

90,599

 

 

 

2,471,718

 

 

 

4.

To establish, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers (“say-on-frequency”):

 

1 Year

 

 

2 Years

 

 

3 Years

 

 

Abstain

 

 

Broker Non-Votes

 

 

22,817,279

 

 

 

43,459

 

 

 

1,160,754

 

 

 

70,275

 

 

 

2,471,718

 

 

 

5.

The ratification of the appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 30, 2022:

 

For

 

 

Against

 

 

Abstain

 

 

26,349,295

 

 

 

185,696

 

 

 

28,494

 

 

 

Consistent with the recommendation of the Board and the vote of shareholders, the Company will hold future advisory votes on named executive officer compensation on an annual basis


SIGNATURES

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 thereunto duly authorized.

 

 

 

ICHOR HOLDINGS, LTD.

 

 

 

Date: May 25, 2022

 

/s/ Larry J. Sparks

 

 

Name: Larry J. Sparks

 

 

Title: Chief Financial Officer

 



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