Sensata Technologies Holding plc

8-K · st-20260609.htm iXBRL

0001477294 2026-06-09 2026-06-09

 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): June 9, 2026
  
 __________________________________________ 
 SENSATA TECHNOLOGIES HOLDING PLC
 (Exact name of Registrant as specified in its charter)
  
  __________________________________________

 England and Wales   001-34652   98-1386780
 (State or other jurisdiction
of incorporation)   (Commission
File Number)   (IRS Employer
Identification No.)

 529 Pleasant Street
 Attleboro , Massachusetts 02703 , United States
 (Address of Principal executive offices, including Zip Code)
 +1(508) 236 3800
 (Registrant's telephone number, including area code) 
 Not Applicable
 (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))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Symbol(s) Name of exchange on which registered
 Ordinary Shares - nominal value €0.01 per share ST New 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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.  o

 Item 5.07 Submission of Matters to a Vote of Security Holders.

 The Annual General Meeting of Shareholders (the "General Meeting") of Sensata Technologies Holding plc (the “Company”) was held on June 9, 2026. A total of 139,715,809 ordinary shares, or 96.06% of the total shares entitled to vote, were represented at the General Meeting in person or by proxy. Set forth below are the matters the shareholders voted on and the final voting results. The proposals below are described in detail in the Proxy Statement for the General Meeting previously filed with the Securities and Exchange Commission.
 1. Ordinary resolution to approve the election of Directors:  

 Nominee Votes For Votes Against Abstentions Broker Non-Votes
 John P. Absmeier
 134,114,510 971,144 31,778 4,598,377
 Daniel L. Black 133,521,952 1,563,542 31,938 4,598,377
 Lorraine A. Bolsinger
 131,398,259 3,688,295 30,878 4,598,377
 Philip Eyler
 134,055,499 1,030,625 31,308 4,598,377
 Laurie Schupmann
 134,113,847 958,010 45,575 4,598,377
 Constance E. Skidmore
 133,197,461 1,888,728 31,243 4,598,377
 Martha N. Sullivan
 131,924,584 1,627,117 1,565,731 4,598,377
 Andrew C. Teich
 132,724,654 2,346,829 45,949 4,598,377
 Jugal Vijayvargiya 133,733,213 1,311,698 72,521 4,598,377
 Stephan von Schuckmann 134,147,934 923,735 45,763 4,598,377
 Stephen M. Zide
 133,853,816 1,215,589 48,027 4,598,377

 Each of the nominees was elected for a term of one year.
 2. Ordinary advisory resolution to approve the compensation of our named executive officers:

 Votes For Votes Against Abstentions Broker Non-Votes
 128,154,297 6,593,892 369,243 4,598,377

 This resolution was approved.
 3. Advisory resolution on frequency of "say-on-pay":

 1 Year 2 Years 3 Years Abstain
 126,904,224 5,908 8,173,901 33,399

 This resolution was approved for every year.
 4. Ordinary resolution to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026:

 Votes For Votes Against Abstentions Broker Non-Votes
 139,650,883 13,293 51,633 —

 This resolution was approved.
 5. Ordinary advisory resolution to approve the Director Compensation Report:

 Votes For Votes Against Abstentions Broker Non-Votes
 129,588,739 5,406,931 121,762 4,598,377

 This resolution was approved.

 2

 6. Ordinary resolution to approve the Amendment to the 2021 Equity Incentive Plan:

 Votes For Votes Against Abstentions Broker Non-Votes
 133,935,541 1,126,189 55,702 4,598,377

 This resolution was approved.
 7. Ordinary resolution to appoint Deloitte Ireland LLP as the Company's U.K. statutory auditor for fiscal year 2026:

 Votes For Votes Against Abstentions Broker Non-Votes
 139,647,984 14,084 53,741 —

 This resolution was approved.
 8.   Ordinary resolution to authorize the Audit Committee, for and on behalf of the Board, to determine the Company's U.K. statutory auditor's reimbursement:

 Votes For Votes Against Abstentions Broker Non-Votes
 139,635,785 11,550 68,474 —

 This resolution was approved.
 9. Ordinary resolution to receive the Company's 2025 Annual Report and Accounts:

 Votes For Votes Against Abstentions Broker Non-Votes
 139,030,981 65,676 619,152 —

 This resolution was approved.
 10. Special resolution to approve the form of share repurchase contracts and repurchase counterparties:

 Votes For Votes Against Abstentions Broker Non-Votes
 137,266,934 2,410,513 38,362 —

 This resolution was approved.
 11. Ordinary resolution to authorize the Board of Directors, in accordance with section 551 of the U.K. Companies Act 2006, as amended (the "U.K. Companies Act"), to exercise all powers of the Company to issue equity securities:

 Votes For Votes Against Abstentions Broker Non-Votes
 139,464,127 215,131 36,551 —

 This resolution was approved.
 12. Special resolution to authorize the Board of Directors, in accordance with section 570 of the U.K. Companies Act, to issue equity securities without the rights of preemption provided by section 561 of the U.K. Companies Act:

 Votes For Votes Against Abstentions Broker Non-Votes
 136,609,369 3,066,456 39,984 —

 This resolution was approved.
 13. Ordinary resolution to authorize the Board of Directors, in accordance with section 551 of the U.K. Companies Act, to exercise all powers of the Company to issue equity shares under our equity incentive plans:

 Votes For Votes Against Abstentions Broker Non-Votes
 134,964,014 102,409 51,009 4,598,377

 This resolution was approved.

 3

 14. Special resolution to authorize the Board of Directors, in accordance with section 570 of the U.K. Companies Act, to issue equity shares under our equity incentive plans without the rights of preemption provided by section 561 of the U.K. Companies Act:

 Votes For Votes Against Abstentions Broker Non-Votes
 134,936,705 126,754 53,973 4,598,377

 This resolution was approved.
 4

 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 PLC

 /s/ David K. Stott
 Date: June 11, 2026 Name: David K. Stott
 Title: Executive Vice President, General Counsel and Corporate Secretary

 5