Current Report Filing (8-k)
31 July 2019 - 6:35AM
Edgar (US Regulatory)
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 26,
2019
Linde plc
(Exact name of registrant as specified in its
charter)
Ireland
|
|
001-38730
|
|
98-1448883
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
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The Priestley Centre
10 Priestley Road
Surrey Research Park
Guildford, Surrey GU2 7XY
United Kingdom
(Address of principal executive offices) (Zip
Code)
+44 1483 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:
☐
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))
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
|
|
Trading
symbol(s)
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|
Name of each exchange on which
registered
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Ordinary shares (€0.001
nominal value per share)
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LIN
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New York Stock
Exchange
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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 26, 2019 (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 428,237,560, which
was 78.87% 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 2020 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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Prof. Dr. Wolfgang
Reitzle
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398,069,214
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14,446,001
|
462,957
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15,259,316
|
96.50
%
|
Stephen F. Angel
|
411,087,498
|
1,340,162
|
550,584
|
15,259,316
|
99.68
%
|
Prof DDr. Ann-Kristin
Achleitner
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410,009,363
|
2,517,977
|
450,904
|
15,259,316
|
99.39
%
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Prof. Dr. Clemens A.H.
Börsig
|
400,870,622
|
2,972,895
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9,134,727
|
15,259,316
|
99.26
%
|
Dr. Nance K.
Dicciani
|
406,161,138
|
6,377,667
|
439,439
|
15,259,316
|
98.45
%
|
Dr. Thomas
Enders
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410,552,750
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1,968,303
|
457,191
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15,259,316
|
99.52
%
|
Franz Fehrenbach
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401,378,456
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11,035,630
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564,158
|
15,259,316
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97.32
%
|
Edward G.
Galante
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401,172,770
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11,267,027
|
538,447
|
15,259,316
|
97.27
%
|
Larry D. McVay
|
410,594,702
|
1,865,291
|
518,251
|
15,259,316
|
99.55
%
|
Victoria E.
Ossadnik
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406,500,335
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5,965,534
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512,375
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15,259,316
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98.55
%
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Prof. Dr. Martin H.
Richenhagen
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283,394,169
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128,550,429
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1,033,646
|
15,259,316
|
68.79
%
|
Robert L. Wood
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406,712,580
|
5,453,560
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812,104
|
15,259,316
|
98.68
%
|
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
|
|
Shares Voted
Against
|
|
Shares
Abstained
|
|
Broker
Non-Votes
|
415,473,740
|
|
11,937,907
|
|
825,605
|
|
0
|
(
97.02
% of votes cast)
|
|
(2.79% of votes
cast)
|
|
|
|
|
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
|
|
Shares Voted
Against
|
|
Shares
Abstained
|
|
Broker
Non-Votes
|
424,266,368
|
|
2,893,769
|
|
1,077,115
|
|
0
|
(
99.07
% of votes cast)
|
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(0.68% of votes
cast)
|
|
|
|
|
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 2019 proxy statement by the votes set forth
below.
Shares Voted
For
|
|
Shares Voted
Against
|
|
Shares
Abstained
|
|
Broker
Non-Votes
|
423,656,245
|
|
2,274,831
|
|
2,306,176
|
|
0
|
(98.93% of votes
cast)
|
|
(0.53% of votes
cast)
|
|
|
|
|
Proposal
4
Shareholders
approved, on an advisory and non-binding basis,
the compensation of Linde plc’s Named Executive Officers as
disclosed in the 2019 proxy statement, by the votes set forth
below.
Shares Voted
For
|
|
Shares Voted
Against
|
|
Shares
Abstained
|
|
Broker
Non-Votes
|
376,289,403
|
|
34,565,738
|
|
2,122,795
|
|
15,259,316
|
(91.12% of votes
cast)
|
|
(8.03% of votes
cast)
|
|
|
|
|
Proposal
5
Shareholders recommended, on an
advisory and non-binding basis, by the votes set forth below, that
future advisory votes on Named Executive Officer compensation
should be held annually.
Based upon these results, which
were consistent with the Board’s recommendation, the Board
has determined that Linde plc will hold an advisory vote on Named
Executive Officer compensation annually until the next vote on the
frequency of holding such advisory votes
Shares
Voted
For 1
Year
|
|
Shares
Voted
For 2
Years
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|
Shares
Voted
For 3
Years
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|
Shares
Abstained
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|
Broker
Non-Votes
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408,342,162
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421,807
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2,332,963
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1,881,312
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15,259,316
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(98.9% of votes
cast)
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(0.1% of votes
cast)
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(0.5% 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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Date: July 30,
2019
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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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