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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): April 19, 2024
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Ohio | 0-1402 | 34-1860551 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
22801 St. Clair Avenue
Cleveland, Ohio 44117
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (216) 481-8100
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 |
Name of exchange |
||
| Common Shares, without par value | LECO | The NASDAQ Stock Market LLC |
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. |
The Company held the Annual Meeting on April 19, 2024. The final results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below. The proposals below are described in more detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 18, 2024.
Proposal 1 – Shareholders elected twelve directors, each to hold office until the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified, as set forth below.
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||
| Brian D. Chambers |
43,785,066 | 1,245,281 | 5,126,371 | |||
| Curtis E. Espeland |
44,423,039 | 607,308 | 5,126,371 | |||
| Bonnie J. Fetch |
44,705,794 | 324,553 | 5,126,371 | |||
| Patrick P. Goris |
43,757,556 | 1,272,791 | 5,126,371 | |||
| Steven B. Hedlund |
44,829,200 | 201,147 | 5,126,371 | |||
| Michael F. Hilton |
43,496,668 | 1,533,679 | 5,126,371 | |||
| Marc A. Howze |
44,726,981 | 303,366 | 5,126,371 | |||
| Kathryn Jo Lincoln |
43,979,353 | 1,050,994 | 5,126,371 | |||
| Christopher L. Mapes |
43,057,681 | 1,972,666 | 5,126,371 | |||
| Phillip J. Mason |
44,520,869 | 509,478 | 5,126,371 | |||
| Ben P. Patel |
43,799,218 | 1,231,129 | 5,126,371 | |||
| Kellye L. Walker |
43,308,963 | 1,721,384 | 5,126,371 |
Proposal 2 - Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, as set forth below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
| 48,903,349 | 1,203,712 | 49,657 | 0 |
Proposal 3 - Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth below.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
| 43,664,245 | 934,508 | 431,594 | 5,126,371 |
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.
| LINCOLN ELECTRIC HOLDINGS, INC. | ||
| By: | /s/ Jennifer I. Ansberry |
|
| Name: | Jennifer I. Ansberry |
|
| Title: | Executive Vice President, General Counsel and Secretary |
|
Date: April 23, 2024