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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): May 25, 2022

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

_____________________

Delaware

001-12561

36-3601505

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 North Brentwood Boulevard, 15th Floor

St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this 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 Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

BDC

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 ☐

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. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 25, 2022, the Belden Inc. (the “Company”) held its regular Annual Meeting of Stockholders. The stockholders considered three proposals. The results of the voting were as follows:

Proposal 1: Election of Nine Directors for a One-Year Term.

						Shares Voted For						Shares Voted Against						Abstained						Broker Non-Votes
David Aldrich						40,196,617						1,377,897						17,311						682,663
Lance C. Balk						40,326,680						1,247,719						17,426						682,663
Steven W. Berglund						41,141,649						432,197						17,979						682,663
Diane D. Brink						40,929,975						645,754						16,096						682,663
Judy L. Brown						40,541,944						1,033,784						16,097						682,663
Nancy Calderon						41,126,553						449,048						16,224						682,663
Jonathan C. Klein						40,785,515						788,543						17,767						682,663
Gregory J. McCray						41,074,863						499,535						17,427						682,663
Roel Vestjens						40,916,977						658,170						16,678						682,663

Proposal 2: Ratification of Ernst & Young as Independent Registered Public Accountant.

For						Against						Abstain
41,355,080						902,792						16,616

Proposal 3: Advisory Vote on Executive Compensation.

For						Against						Abstain						Broker Non-Votes
40,767,951						804,109						19,765						682,663

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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.

                                                        

BELDEN INC.

Date: May 26, 2022

By:

/s/ Brian E. Anderson

Brian E. Anderson

Senior Vice President-Legal, General

Counsel and Corporate Secretary