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Published: 2021-06-16 16:43:40 ET
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vrt-20210615
0001674101FALSE00016741012021-06-152021-06-15

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): June 15, 2021
VERTIV HOLDINGS CO
Exact name of registrant as specified in its charter
Delaware001-3851881-2376902
(State or other Jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)
1050 Dearborn Drive, Columbus, Ohio 43085
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 614-888-0246
Check the appropriate box below if the Form 8-K 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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par value per shareVRTNew York Stock Exchange
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 June 15, 2021, Vertiv Holdings Co (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the Annual Meeting.
Proposal 1: Stockholders elected nine directors to the Board of Directors, each for a term of one year expiring at the 2022 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, based on the following votes:
Director NomineeForAgainstAbstentionsBroker Non-Votes
David M. Cote271,502,86111,777,511426,27314,037,107
Rob Johnson277,688,1825,590,785427,67814,037,107
Joseph van Dokkum208,617,27674,647,193442,17614,037,107
Roger Fradin222,380,57160,883,598442,47614,037,107
Jacob Kotzubei249,359,96633,903,729442,95014,037,107
Matthew Louie275,281,7947,982,043442,80814,037,107
Edward L. Monser231,516,55551,761,577428,51314,037,107
Steven S. Reinemund280,317,6972,946,597442,35114,037,107
Robin L. Washington278,014,0875,242,334450,22414,037,107
Proposal 2: Stockholders approved on an advisory basis, the compensation of the Company’s named executive officers, based on the following votes:
ForAgainstAbstentionsBroker Non-Votes
271,467,52511,963,905275,21514,037,107
Proposal 3: Stockholders approved, on an advisory basis, that the frequency of future advisory votes to approve the compensation of the Company’s named executive officers should be every one year, based on the following votes:
1 Year2 Years3 YearsAbstentionsBroker Non-Votes
223,144,123394,00960,035,321133,19214,037,107
Proposal 4: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, based on the following votes:
ForAgainstAbstentionsBroker Non-Votes
295,862,8031,709,927171,0220
Proposal 5: Stockholders approved an amendment to the certificate of incorporation of the Company to correct scrivener’s errors and confirm that directors are elected to one-year terms and can be removed with or without cause, along with other related changes, based on the following votes:
ForAgainstAbstentionsBroker Non-Votes
283,483,935104,647118,06314,037,107


SIGNATURE

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.

Date: June 16, 2021Vertiv Holdings Co
/s/ Stephanie L. Gill
Name: Stephanie L. Gill
Title: Chief Legal Counsel