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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): July 27, 2020
 
Linde plc
(Exact name of registrant as specified in its charter)
 
Ireland
 
001-38730
 
98-1448883
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
The Priestley Centre
10 Priestley Road
Surrey Research Park
Guildford, SurreyGU2 7XY
United Kingdom
(Address of principal executive offices) (Zip Code)
 
+44 1483 242200
(Registrant’s telephone numbers, including area code)
 
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))
 
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.
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Ordinary shares (€0.001 nominal value per share)
LIN
New York Stock Exchange
 


 
ITEM 5.07 Submission of Matters to a Vote of Security Holders
 
The Annual General Meeting of Shareholders of Linde plc was held on July 27, 2020 (the “AGM”), at which shareholders voted upon the items set forth below. The total number of shares that were present or represented by proxy at the Annual Meeting was 426,492,902, which was 81.2% of the shares outstanding and entitled to vote and which constituted a quorum. The final voting results of the items submitted to a vote of the shareholders are set forth below.
 
Proposal 1
 
The twelve nominees for election as a director were elected to serve until the 2021 annual general meeting of shareholders and until his or her successor is elected and qualified. The vote results were as follows:
 
Director Nominees
 Shares For  
 Shares Against  
 Shares Abstained  
 Broker Non-Votes  
 % of Votes Cast For  
Prof. Dr. Wolfgang Reitzle
  399,303,256 
  13,692,409 
  229,433 
  13,267,804 
  96.68%
Stephen F. Angel
  409,040,136 
  3,905,945 
  279,017 
  13,267,804 
  99.05%
Prof DDr. Ann-Kristin Achleitner
  405,657,663 
  7,292,730 
  274,705 
  13,267,804 
  98.23%
Prof. Dr. Clemens A.H. Börsig
  402,450,641 
  10,457,938 
  316,519 
  13,267,804 
  97.47%
Dr. Nance K. Dicciani
  381,413,334 
  31,544,252 
  267,512 
  13,267,804 
  92.36%
Dr. Thomas Enders
  409,277,067 
  3,651,288 
  296,743 
  13,267,804 
  99.12%
Franz Fehrenbach
  404,146,089 
  8,776,071 
  302,938 
  13,267,804 
  97.87%
Edward G. Galante
  378,940,276 
  33,972,140 
  312,682 
  13,267,804 
  91.77%
Larry D. McVay
  407,156,733 
  5,768,975 
  299,390 
  13,267,804 
  98.60%
Victoria E. Ossadnik
  372,490,032 
  40,484,856 
  250,210 
  13,267,804 
  90.20%
Prof. Dr. Martin H. Richenhagen
  247,891,441 
  165,057,075 
  276,582 
  13,267,804 
  60.03%
Robert L. Wood
  402,424,299 
  10,510,857 
  289,942 
  13,267,804 
  97.45%
 
Proposal 2a
 
Shareholders ratified, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers (“PWC”) as the independent auditor, by the votes set forth below.
 
Shares Voted For
 
Shares Voted Against
 
Shares Abstained
 
Broker Non-Votes
405,191,307
 
20,929,809
 
371,786
 
0
(95.01% of votes cast)
 
(4.91% of votes cast)
 
 
 
 
 
Proposal 2b
 
Shareholders approved the authorization of the Board, acting through the Audit Committee, to determine PWC’s remuneration, by the votes set forth below.
 
Shares Voted For
 
Shares Voted Against
 
Shares Abstained
 
Broker Non-Votes
424,323,205
 
1,646,896
 
522,801
 
0
(99.49% of votes cast)
 
(0.39% of votes cast)
 
 
 
 
 
 
Proposal 3
 
Shareholders approved the determination of the price range at which Linde plc can re-allot shares that it acquires as treasury shares under Irish law as disclosed in the 2020 proxy statement by the votes set forth below.
 
Shares Voted For
 
Shares Voted Against
 
Shares Abstained
 
Broker Non-Votes
423,053,752
 
1,595,378
 
1,843,772
 
0
(99.19% of votes cast)
 
(0.37% of votes cast)
 
 
 
 
 
Proposal 4
 
Shareholders approved, on an advisory and non-binding basis, the compensation of Linde plc’s Named Executive Officers as disclosed in the 2020 proxy statement, by the votes set forth below.
 
Shares Voted For
 
Shares Voted Against
 
Shares Abstained
 
Broker Non-Votes
372,815,501
 
39,692,528
 
717,069
 
13,267,804
(90.22% of votes cast)
 
(9.61% of votes cast)
 
 
 
 
 
 
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.
 

 
LINDE PLC
 
 
 
 
By:
/s/ Guillermo Bichara              
 
Name:
Guillermo Bichara
 
Title:
General Counsel
 
Date: July 31, 2020
 
 
 
 
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