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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, 2020

 

 

 

 

BENCHMARK ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Texas

(State or other jurisdiction

of incorporation)

1-10560

(Commission

File Number)

74-2211011

(I.R.S. Employer

Identification No.)

 

56 South Rockford Drive, Tempe, Arizona 85281

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (623) 300-7000

 

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 (see General Instruction A.2. below):

 

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

Name of each exchange on which registered

Common Stock, par value $0.10 per share

BHE

New York Stock Exchange, Inc.

 

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 Annual Meeting was held on May 13, 2020. All proposals were approved. The voting results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are set forth below.

 

Election of Directors

 

Name

For

 

Withheld

David W. Scheible

32,002,546

 

574,083

Bruce A. Carlson

32,088,610

 

488,019

Anne De Greef-Safft

32,194,778

 

381,851

Douglas G. Duncan

29,914,228

 

2,662,401

Robert K. Gifford

31,471,522

 

1,105,107

Kenneth T. Lamneck

32,089,874

 

486,755

Jeffrey S. McCreary

31,884,240

 

692,389

Merilee Raines

32,094,050

 

482,579

Jeffrey W. Benck

32,167,342

 

409,287

 

In addition, there were 1,203,777 broker non-votes on the Election of Directors. Based on the results, Messrs. Scheible, Carlson, Duncan, Gifford, Lamneck, McCreary, Benck and Mses. De Greef-Safft and Raines have been elected as Directors and will hold office until the Company’s 2021 Annual Meeting of Shareholders and until their respective successors are elected and qualified.

Say on Pay

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Non-Vote

 

29,009,275

 

3,551,945

 

15,409

 

1,203,777

 

 

 

 

 

 

 

 

Ratification of Auditors

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Non-Vote

 

32,631,069

 

1,087,073

 

62,264

 

-

 

 

 

 

 

 

 

 

1


 

 

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.

 

 

BENCHMARK ELECTRONICS, INC.

 

Date: May 14, 2020

By: /s/ Stephen J. Beaver

 

Stephen J. Beaver, Esq.

 

Vice President General Counsel

 

 

 

2

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