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Item 5.07.
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Submission of Matters to a Vote of Security
Holders.
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At the AGM, shareholders voted on the agenda
items described below.
Proxies for the AGM were solicited pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s
solicitation.
A total of 295,653,585 registered shares
(88.59% of 333,702,929 registered shares outstanding and entitled to vote as of February 20, 2020, the record date for the
AGM) were present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the AGM. The agenda
items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number
of votes cast with respect to the proposal.
Agenda Item No. 1.
Election of thirteen (13) directors:
1.1 Pierre R. Brondeau
A total of 233,339,439 shares (83.38%) were
voted for and 46,501,320 shares (16.62%) were counted as voted against this director. Additionally, there were 116,534 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.2 Terrence R. Curtin
A total of 278,132,619 shares (99.39%) were
voted for and 1,714,166 shares (0.61%) were counted as voted against this director. Additionally, there were 110,508 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.3 Carol A. (“John”)
Davidson
A total of 275,902,174 shares (98.99%) were
voted for and 2,812,509 shares (1.01%) were counted as voted against this director. Additionally, there were 1,242,610 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.4 Lynn A. Dugle
A total of 278,475,361 shares (99.91%) were
voted for and 238,527 shares (0.09%) were counted as voted against this director. Additionally, there were 1,243,405 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.5 William A. Jeffrey
A total of 277,433,776 shares (99.14%) were
voted for and 2,409,185 shares (0.86%) were counted as voted against this director. Additionally, there were 114,332 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.6 David M. Kerko
A total of 277,288,425 shares (99.49%) were
voted for and 1,419,213 shares (0.51%) were counted as voted against this director. Additionally, there were 1,249,655 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.7 Thomas J. Lynch
A total of 257,236,235 shares (91.92%) were
voted for and 22,609,047 shares (8.08%) were counted as voted against this director. Additionally, there were 112,011 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.8 Yong Nam
A total of 277,968,534 shares (99.33%) were
voted for and 1,871,477 shares (0.67%) were counted as voted against this director. Additionally, there were 117,282 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.9 Daniel J. Phelan
A total of 271,377,233 shares (97.37%) were
voted for and 7,337,633 shares (2.63%) were counted as voted against this director. Additionally, there were 1,242,427 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.10 Abhijit Y. Talwalkar
A total of 264,750,203 shares (94.99%) were
voted for and 13,960,033 shares (5.01%) were counted as voted against this director. Additionally, there were 1,247,057 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.11 Mark C. Trudeau
A total of 275,119,775 shares (98.71%) were
voted for and 3,596,348 shares (1.29%) were counted as voted against this director. Additionally, there were 1,241,170 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.12 Dawn C. Willoughby
A total of 278,468,619 shares (99.91%) were
voted for and 245,799 shares (0.09%) were counted as voted against this director. Additionally, there were 1,242,875 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
1.13 Laura H. Wright
A total of 277,408,244 shares (99.53%) were
voted for and 1,309,129 shares (0.47%) were counted as voted against this director. Additionally, there were 1,239,920 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
Agenda Item No. 2.
Election of Thomas J. Lynch as the Chairman of the Board of Directors:
A total of 256,333,553 shares (91.60%) were
voted for and 23,497,270 shares (8.40%) were counted as voted against the election of Thomas J. Lynch as the Chairman of the Board
of Directors. Additionally, there were 126,470 abstentions and 15,696,292 broker non-votes with respect to this proposal
which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 3.
Election of the individual members of the Management Development and Compensation Committee:
3.1 Daniel J. Phelan
A total of 270,334,684 shares (97.00%) were
voted for and 8,355,288 shares (3.0%) were counted as voted against the election of this director as a member of the Management
Development and Compensation Committee. Additionally, there were 1,267,321 abstentions and 15,696,292 broker non-votes with
respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
3.2 Abhijit Y. Talwalkar
A total of 266,383,074 shares (95.59%) were
voted for and 12,300,134 shares (4.41%) were counted as voted against the election of this director as a member of the Management
Development and Compensation Committee. Additionally, there were 1,274,085 abstentions and 15,696,292 broker non-votes with
respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
3.3 Mark C. Trudeau
A total of 275,146,028 shares (98.73%) were
voted for and 3,542,033 shares (1.27%) were counted as voted against the election of this director as a member of the Management
Development and Compensation Committee. Additionally, there were 1,269,232 abstentions and 15,696,292 broker non-votes with
respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
3.4 Dawn C. Willoughby
A total of 278,428,657 shares (99.91%) were
voted for and 260,388 shares (0.09%) were counted as voted against the election of this director as a member of the Management
Development and Compensation Committee. Additionally, there were 1,268,248 abstentions and 15,696,292 broker non-votes with
respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 4.
Election of Dr. Rene Schwarzenbach, of Proxy Voting Services GmbH, or another individual representative of Proxy Voting Services
GmbH if Dr. Schwarzenbach is unable to serve at the meeting, as the independent proxy at the Company’s 2021 annual general
meeting of shareholders and also at any shareholder meeting that may be held prior to the 2021 annual general meeting:
A total of 294,056,639 shares (99.92%) were
voted for and 237,158 shares (0.08%) were counted as voted against this proposal. Additionally, there were 1,359,788 abstentions
with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 5.1.
Approval of the 2019 Annual Report of TE Connectivity Ltd. (excluding the statutory financial statements for the fiscal
year ended September 27, 2019, the consolidated financial statements for the fiscal year ended September 27, 2019 and
the Swiss Compensation Report for the fiscal year ended September 27, 2019):
A total of 293,759,341 shares (99.84%) were
voted for and 479,822 shares (0.16%) were counted as voted against this proposal. Additionally, there were 1,414,422 abstentions
with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 5.2.
Approval of the statutory financial statements of TE Connectivity Ltd. for the fiscal year ended September 27, 2019:
A total of 293,749,825 shares (99.84%) were
voted for and 483,611 shares (0.16%) were counted as voted against this proposal. Additionally, there were 1,420,149 abstentions
with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 5.3.
Approval of the consolidated financial statements of TE Connectivity Ltd. for the fiscal year ended September 27, 2019:
A total of 293,785,575 shares (99.85%) were
voted for and 451,771 shares (0.15%) were counted as voted against this proposal. Additionally, there were 1,416,239 abstentions
with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 6.
Release of the members of the Board of Directors and executive officers of TE for their activities during the fiscal year ended
September 27, 2019:
A total of 276,146,071 shares (99.39%) were
voted for and 1,682,710 shares (0.61%) were counted as voted against this proposal. Additionally, there were 2,128,512 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
Agenda Item No. 7.1.
Election of Deloitte & Touche LLP as TE’s independent registered public accounting firm for fiscal year 2020:
A total of 290,974,768 shares (98.83%) were
voted for and 3,438,311 shares (1.17%) were counted as voted against this proposal. Additionally, there were 1,240,506 abstentions
with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 7.2.
Election of Deloitte AG, Zurich, Switzerland, as TE’s Swiss registered auditor until the next annual general meeting
of TE:
A total of 292,409,099 shares (99.33%) were
voted for and 1,981,537 shares (0.67%) were counted as voted against this proposal. Additionally, there were 1,262,949 abstentions
with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 7.3.
Election of PricewaterhouseCoopers AG, Zurich, Switzerland, as TE’s special auditor until the next annual general
meeting of TE:
A total of 293,831,480 shares (99.81%) were
voted for and 561,404 shares (0.19%) were counted as voted against this proposal. Additionally, there were 1,260,701 abstentions
with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 8.
Advisory vote to approve named executive officer compensation:
A total of 259,340,669 shares (93.14%) were
voted for and 19,103,444 shares (6.86%) were counted as voted against this proposal. Additionally, there were 1,513,180 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
Agenda Item No. 9.
Binding vote to approve fiscal year 2021 maximum aggregate compensation amount for executive management:
A total of 275,323,945 shares (99.07%) were
voted for and 2,574,784 shares (0.93%) were counted as voted against this proposal. Additionally, there were 2,058,564 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
Agenda Item No. 10.
Binding vote to approve fiscal year 2021 maximum aggregate compensation amount for the Board of Directors:
A total of 277,445,956 shares (99.84%) were
voted for and 439,734 shares (0.16%) were counted as voted against this proposal. Additionally, there were 2,071,603 abstentions
and 15,696,292 broker non-votes with respect to this proposal which are not considered votes cast and do not affect the outcome
of the vote.
Agenda Item No. 11.
Approval of the carryforward of unappropriated accumulated earnings at September 27, 2019:
A total of 294,135,417 shares (99.93%) were
voted for and 201,917 shares (0.07%) were counted as voted against this proposal. Additionally, there were 1,316,251 abstentions
with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 12.
Approval of a dividend payment to shareholders equal to $1.92 per issued share to be paid in four equal quarterly installments
of $0.48 starting with the third fiscal quarter of 2020 and ending in the second fiscal quarter of 2021 pursuant to the terms of
the dividend resolution:
A total of 294,053,844 shares (99.88%) were
voted for and 365,043 shares (0.12%) were counted as voted against this proposal. Additionally, there were 1,234,698 abstentions
with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 13.
Approval of a renewal of authorized capital and related amendment to the articles of association:
A total of 226,298,051 shares (76.88%) were
voted for and 68,042,952 shares (23.12%) were counted as voted against this proposal. Additionally, there were 1,312,582
abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 14.
Approval of a reduction of share capital for shares acquired under TE’s share repurchase program and related amendments to
the articles of association:
A total of 294,158,002 shares (99.93%) were
voted for and 198,822 shares (0.07%) were counted as voted against this proposal. Additionally, there were 1,296,761 abstentions
with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.
Agenda Item No. 15.
Approval of any adjournments or postponements of the AGM:
A total of 203,729,997 shares (69.23%) were
voted for and 90,550,827 shares (30.77%) were counted as voted against this proposal. Additionally, there were 1,372,761
abstentions with respect to this proposal which are not considered votes cast and do not affect the outcome of the vote.