Form 8-K LINDE PLC For: Jul 27
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):
July 27, 2020
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
+44 14 83
242200
(Registrant’s telephone numbers, including area
code)
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:
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. ☐
Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class
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Trading
symbol(s)
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Name of
each exchange on which registered
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ITEM 5.07 Submission of Matters to a Vote of Security
Holders
The
Annual General Meeting of Shareholders of Linde plc was held on
July 27, 2020 (the “AGM”), at which shareholders voted
upon the items set forth below. The total number of shares that
were present or represented by proxy at the Annual Meeting was
426,492,902, which was 81.2% of the shares outstanding and entitled
to vote and which constituted a quorum. The final voting results of
the items submitted to a vote of the shareholders are set forth
below.
Proposal 1
The
twelve nominees for election as a director were elected to serve
until the 2021 annual general meeting of shareholders and until his
or her successor is elected and qualified. The vote results were as
follows:
Director
Nominees
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Shares
For
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Shares
Against
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Shares
Abstained
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Broker
Non-Votes
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% of
Votes
Cast
For
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Prof. Dr. Wolfgang
Reitzle
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399,303,256
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13,692,409
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229,433
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13,267,804
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96.68%
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Stephen F.
Angel
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409,040,136
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3,905,945
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279,017
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13,267,804
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99.05%
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Prof DDr.
Ann-Kristin Achleitner
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405,657,663
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7,292,730
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274,705
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13,267,804
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98.23%
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Prof. Dr. Clemens
A.H. Börsig
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402,450,641
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10,457,938
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316,519
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13,267,804
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97.47%
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Dr. Nance K.
Dicciani
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381,413,334
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31,544,252
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267,512
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13,267,804
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92.36%
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Dr. Thomas
Enders
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409,277,067
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3,651,288
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296,743
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13,267,804
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99.12%
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Franz
Fehrenbach
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404,146,089
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8,776,071
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302,938
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13,267,804
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97.87%
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Edward G.
Galante
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378,940,276
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33,972,140
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312,682
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13,267,804
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91.77%
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Larry D.
McVay
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407,156,733
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5,768,975
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299,390
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13,267,804
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98.60%
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Victoria E.
Ossadnik
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372,490,032
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40,484,856
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250,210
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13,267,804
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90.20%
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Prof. Dr. Martin H.
Richenhagen
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247,891,441
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165,057,075
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276,582
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13,267,804
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60.03%
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Robert L.
Wood
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402,424,299
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10,510,857
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289,942
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13,267,804
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97.45%
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Proposal 2a
Shareholders
ratified, on an advisory and non-binding basis, the appointment of
PricewaterhouseCoopers (“PWC”) as the independent
auditor, by the votes set forth below.
Shares Voted For
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Shares Voted Against
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Shares Abstained
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Broker Non-Votes
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405,191,307
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20,929,809
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371,786
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0
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(95.01%
of votes cast)
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(4.91%
of votes cast)
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Proposal 2b
Shareholders
approved the authorization of the Board, acting through the Audit
Committee, to determine PWC’s remuneration, by the votes set
forth below.
Shares Voted For
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Shares Voted Against
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Shares Abstained
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Broker Non-Votes
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424,323,205
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1,646,896
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522,801
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0
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(99.49%
of votes cast)
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(0.39%
of votes cast)
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Proposal 3
Shareholders
approved the determination of the price range at which Linde plc
can re-allot shares that it acquires as treasury shares under Irish
law as disclosed in the 2020 proxy statement by the votes set forth
below.
Shares Voted For
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Shares Voted Against
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Shares Abstained
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Broker Non-Votes
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423,053,752
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1,595,378
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1,843,772
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0
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(99.19%
of votes cast)
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(0.37%
of votes cast)
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Proposal 4
Shareholders
approved, on an advisory and
non-binding basis, the compensation of Linde plc’s Named
Executive Officers as disclosed in the 2020 proxy statement, by the
votes set forth below.
Shares Voted For
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Shares Voted Against
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Shares Abstained
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Broker Non-Votes
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372,815,501
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39,692,528
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717,069
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13,267,804
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(90.22%
of votes cast)
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(9.61%
of votes cast)
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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 hereunto duly authorized.
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LINDE PLC
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By:
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/s/ Guillermo
Bichara
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Name:
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Guillermo
Bichara
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Title:
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General
Counsel
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Date:
July 31, 2020