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): March 9, 2011
SENSATA TECHNOLOGIES HOLDING N.V.
(Exact name of Registrant as specified in its charter)
| The Netherlands | 001-34652 | 98-0641254 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Kolthofsingel 8, 7602 EM Almelo
The Netherlands
(Address of Principal executive offices, including Zip Code)
31-546-879-555
(Registrant’s telephone number, including area code)
(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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual General Meeting of Shareholders of Sensata Technologies Holding N.V. (the “Company”) was held on March 9, 2011. Set forth below are the matters the stockholders voted on and the final voting results.
1. Election of Directors:
| Nominee |
Votes For | Votes Against* | Abstentions | Broker Non-Votes |
||||||||||||
| Thomas Wroe, Jr. |
152,425,977 | 11,354,517 | 13,828 | 37,583 | ||||||||||||
| Ed Conard |
163,094,820 | 684,844 | 14,658 | 37,583 | ||||||||||||
| Paul Edgerley |
154,992,026 | 8,788,318 | 13,978 | 37,583 | ||||||||||||
| Michael J. Jacobson |
163,085,020 | 695,324 | 13,978 | 37,583 | ||||||||||||
| John Lewis |
163,085,020 | 695,324 | 13,978 | 37,583 | ||||||||||||
| Seth Meisel |
155,639,017 | 8,141,327 | 13,978 | 37,583 | ||||||||||||
| Charles W. Peffer |
163,103,650 | 675,694 | 14,978 | 37,583 | ||||||||||||
| Michael Ward |
154,990,096 | 8,788,318 | 15,908 | 37,583 | ||||||||||||
| Stephen Zide |
154,991,046 | 8,788,348 | 14,928 | 37,583 | ||||||||||||
| Kirk P. Pond |
163,104,775 | 674,614 | 14,933 | 37,583 | ||||||||||||
| * | Indicates a vote for Marc Roskam |
Each of the nominees was elected for a term of one year.
2. Ratification of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2011:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes |
|||||||||
| 163,770,081 |
13,765 | 10,476 | 37,583 | |||||||||
3. Advisory proposal to approve the compensation of the Company’s named executive officers:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes |
|||||||||
| 163,511,757 |
265,339 | 17,226 | 37,583 | |||||||||
4. Advisory proposal on how often to vote on the approval of the compensation of the Company’s named executive officers:
| Every Year |
Every Two Years |
Every Three Years |
Abstentions | Broker Non-Votes |
||||||||||||
| 28,104,087 |
12,022 | 135,605,027 | 73,186 | 37,583 | ||||||||||||
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.
| SENSATA TECHNOLOGIES HOLDING N.V. | ||||
| /s/ Jeffrey Cote | ||||
| Date: March 15, 2011 | Name: | Jeffrey Cote | ||
| Title: | Executive Vice President and Chief Administrative and Financial Officer | |||
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