8-K 1 a19-10193_18k.htm 8-K

 

 

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 17, 2019

 

 

WATTS WATER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE

 

001-11499

 

04-2916536

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

815 Chestnut Street, North Andover, Massachusetts 01845

(Address of Principal Executive Offices) (Zip Code)

 

(978) 688-1811

(Registrant’s telephone number, 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 (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  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 each exchange on which
registered

Class A Common Stock, par value $0.10 per share

 

WTS

 

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 (§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 o

 

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 5.03                                           Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On May 17, 2019, at the 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) of Watts Water Technologies, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of Class A common stock from 80,000,000 shares to 120,000,000 shares and to increase the number of authorized shares of capital stock from 110,000,000 shares to 150,000,000 shares.

 

The amendment to the Company’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 17, 2019 and is attached hereto as Exhibit 3.1.

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders

 

(a)                                 The 2019 Annual Meeting was held on Friday, May 17, 2019.

 

(b)                                 The results of the voting on the proposals considered at the 2019 Annual Meeting were as follows:

 

Proposal 1:  Election of Directors

 

Each of the following nine persons was elected as a Director of the Company for a term expiring at the Company’s 2020 Annual Meeting of Stockholders and until such Director’s successor is duly elected and qualified.

 

The voting results were as follows:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Christopher L. Conway

 

85,572,325

 

1,116,615

 

1,317,126

David A. Dunbar

 

85,645,988

 

1,042,952

 

1,317,126

Louise K. Goeser

 

85,651,278

 

1,037,662

 

1,317,126

Jes Munk Hansen

 

85,644,882

 

1,044,058

 

1,317,126

W. Craig Kissel

 

85,544,047

 

1,144,893

 

1,317,126

Joseph T. Noonan

 

86,296,344

 

392,596

 

1,317,126

Robert J. Pagano, Jr.

 

86,297,845

 

391,095

 

1,317,126

Merilee Raines

 

85,630,183

 

1,058,757

 

1,317,126

Joseph W. Reitmeier

 

85,645,790

 

1,043,150

 

1,317,126

 

Proposal 2:  Advisory Vote on Named Executive Officer Compensation

 

The results of the non-binding advisory vote on the compensation paid to the Company’s named executive officers were as follows:

 

Number of votes cast for the proposal:

 

86,043,510

Number of votes cast against the proposal:

 

598,855

Number of abstentions:

 

46,575

Number of broker non-votes:

 

1,317,126

 

Proposal 2, having received the affirmative vote of the holders of a majority of the votes present or represented by proxy and entitled to vote at the 2019 Annual Meeting, was approved on an advisory basis.

 

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Proposal 3:  Approval of Amendment to Certificate of Incorporation

 

The results on the vote to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Class A common stock from 80,000,000 shares to 120,000,000 shares and to increase the number of authorized shares of capital stock from 110,000,000 shares to 150,000,000 shares were as follows:

 

Class A common stock and Class B common stock voting together as a single class:

 

Number of votes cast for the proposal:

 

83,811,567

Number of votes cast against the proposal:

 

2,505,706

Number of abstentions:

 

1,688,793

Number of broker non-votes:

 

0

 

Class A common stock voting as a single class:

 

Number of shares voted for the proposal:

 

21,018,667

Number of shares voted against the proposal:

 

2,505,706

Number of shares abstained:

 

1,688,793

Number of broker non-votes:

 

0

 

Class B common stock voting as a single class:

 

Number of shares voted for the proposal:

 

6,279,290

Number of shares voted against the proposal:

 

0

Number of shares abstained:

 

0

Number of broker non-votes:

 

0

 

Proposal 3, having received the affirmative vote of the holders of a majority of the votes represented by the outstanding shares of class A common stock and class B common stock, voting together as a class, and the affirmative vote of the holders of a majority of the issued and outstanding shares of class A common stock and the holders of a majority of the issued and outstanding shares of class B common stock, each voting as a separate class, was approved.

 

Proposal 4:   Ratification of Independent Registered Public Accounting Firm

 

The votes regarding the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 were as follows:

 

Number of votes cast for the proposal:

 

87,476,436

Number of votes cast against the proposal:

 

515,674

Number of abstentions:

 

13,956

Number of broker non-votes:

 

0

 

Proposal 4, having received the affirmative vote of the holders of a majority of the votes present or represented by proxy and entitled to vote at the 2019 Annual Meeting, was approved.

 

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Item 9.01.                                        Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number

 

Description

 

 

 

3.1

 

Certificate of Amendment of Restated Certificate of Incorporation of Watts Water Technologies, Inc.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 17, 2019

WATTS WATER TECHNOLOGIES, INC.

 

 

 

 

 

 

 

By:

/s/ Kenneth R. Lepage

 

 

Kenneth R. Lepage

 

 

General Counsel

 

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