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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): December 16, 2020
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SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of Registrant as specified in its charter)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) On December 16, 2020, the Board of Directors (the “Board”) of Sensata Technologies Holding PLC (“the Company”), upon the recommendation of the Nominating & Corporate Governance Committee, appointed Daniel L. Black to serve as a director on the Board, effective January 1, 2021. At the same time, the Board appointed Mr. Black to serve on the Audit Committee, the Compensation Committee, and the Finance Committee, effective January 1, 2021. Mr. Black does not have (i) any arrangements or understandings with any other person pursuant to which he was elected to serve as a director; (ii) any family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer; or (iii) any direct or indirect material interest in any transaction or series of transactions contemplated by Item 404(a) of Regulation S-K.
Mr. Black will receive the standard compensation paid by the Company to its non-executive directors as described under “Director Compensation” on page 66 of the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders (“Proxy Statement”), which was filed with the SEC on April 22, 2020. As part of this compensation, Mr. Black will receive an award of restricted stock units (“RSUs”) of the Company’s common stock, as described in the Proxy Statement, in an amount prorated to reflect his service through the date of the Company’s 2021 Annual Meeting. The RSU award will vest on the date of the Company’s 2021 Annual Meeting.
A copy of the press release announcing the appointment of Mr. Black to the Board is attached as Exhibit 99.1.
(b) On December 16, 2020, Thomas Wroe, Jr. notified the Chairman of the Board and the Corporate Secretary of the Company of his decision to retire as a member of the Board, effective on the date of the Company’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). After 11 years of service on the Board, Mr. Wroe’s decision to retire prior to the mandatory 12 year term limit set forth in the Company’s Corporate Governance Guidelines did not result from any disagreements with management or the Board and was contemplated in accordance with Board succession planning.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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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| | | | SENSATA TECHNOLOGIES HOLDING PLC |
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| | | | /s/ Maria Freve |
| Date: December 17, 2020 | | | | Name: Maria Freve |
| | | | Title: Vice President and Chief Accounting Officer |