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Published: 2022-05-16 16:35:35 ET
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nvt-20220513
0001720635False00017206352022-05-132022-05-13

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): May 13, 2022

Commission file number 001-38265 

nVent Electric plc

(Exact name of Registrant as specified in its charter) 
 
   
Ireland 98-1391970
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification number)

    The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW, United Kingdom
(Address of principal executive offices)

Registrant's telephone number, including area code: 44-20-3966-0279
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Ordinary Shares, nominal value $0.01 per shareNVTNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
☐ 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.

The Company held its 2022 annual general meeting of shareholders on May 13, 2022. There were 166,339,531 ordinary shares issued and outstanding at the close of business on March 18, 2022 and entitled to vote at the annual general meeting. A total of 154,206,844 ordinary shares (92.71%) were represented at the annual general meeting.

The items voted upon at the annual general meeting and the results of the vote on each proposal were as follows:

Proposal 1. — Elect Director Nominees
To elect ten director nominees for one-year terms expiring on completion of the 2023 annual general meeting of shareholders. Each nominee for director was elected by a vote of the shareholders as follows:

NomineesVotes ForVotes AgainstAbsentionsBroker Non-Votes
Jerry W. Burris145,745,851881,891338,3617,240,741
Susan M. Cameron 146,121,816518,978325,3097,240,741
Michael L. Ducker 146,060,384572,575333,1447,240,741
Randall J. Hogan 145,825,010811,888329,2057,240,741
Danita K. Ostling146,627,384200,437138,2827,240,741
Nicola Palmer146,422,944195,280347,8797,240,741
Herbert K. Parker144,823,2841,994,675148,1447,240,741
Greg Scheu146,357,463206,673401,9677,240,741
Beth A. Wozniak146,518,988124,199322,9167,240,741
Jacqueline Wright 145,289,8541,363,465312,7847,240,741

Proposal 2. — Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers
To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved, by non-binding advisory vote, by shareholders as follows:

Votes ForVotes AgainstAbsentionsBroker Non-Votes
137,352,0489,117,940496,1157,240,741

Proposal 3. — Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor of nVent Electric plc and Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration
To ratify, by non-binding advisory vote, the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the year ending December 31, 2022 and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditor’s remuneration. The proposal was approved by a vote of the shareholders as follows:

Votes ForVotes AgainstAbsentions
153,854,318153,981198,545

Proposal 4. — Authorize the Board of Directors to Allot and Issue New Shares Under Irish Law
To authorize the Board of Directors to allot and issue new shares under Irish law. The proposal was approved by a vote of the shareholders as follows:

Votes ForVotes AgainstAbsentions
152,879,2231,030,363297,258




Proposal 5. — Authorize the Board of Directors to Opt Out of Statutory Preemption Rights Under Irish Law
To authorize the Board of Directors to opt out of statutory preemption rights under Irish law. The proposal was approved by a vote of the shareholders as follows:
Votes ForVotes AgainstAbsentions
152,259,9121,613,186333,746


Proposal 6. — Authorize the Price Range at Which nVent Electric plc Can Re-allot Shares It Holds as Treasury Shares Under Irish Law
To authorize the price range at which the Company can re-allot shares it holds as treasury shares under Irish law. The proposal was approved by a vote of the shareholders as follows:
Votes ForVotes AgainstAbsentions
153,111,390449,503645,951


























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, thereunto duly authorized, on May 16, 2022.
 nVent Electric plc
 Registrant
   
 By
/s/ Jon D. Lammers
  
Jon D. Lammers
  
Executive Vice President, General Counsel and Secretary