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) June 15, 2022

 

APi Group Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware		001-39275		98-1510303
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1100 Old Highway 8 NW New Brighton, MN		55112
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (651) 636-4320

(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:

 

☐	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, par value $0.0001 per share		APG		The 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. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 15, 2022, APi Group Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders in a virtual format. At the 2022 Annual Meeting of Stockholders, the stockholders voted on (i) the election of ten director nominees for a one-year term (Proposal 1), (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2) and (iii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year (Proposal 3).

Proposal 1

The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the 2023 Annual Meeting of Stockholders and, in each case, until his or her successor is duly elected and qualified.

 

		For				Against				Abstain				Broker Non-Vote
Sir Martin E. Franklin			204,833,960				14,441,586				65,464				18,308,164
James E. Lillie			218,481,216				786,253				73,541				18,308,164
Ian G. H. Ashken			194,107,382				25,158,984				74,644				18,308,164
Russell A. Becker			218,675,834				659,641				5,535				18,308,164
David S. Blitzer			217,108,022				2,158,058				74,930				18,308,164
Paula D. Loop			217,734,447				1,514,768				91,795				18,308,164
Anthony E. Malkin			218,346,823				918,775				75,412				18,308,164
Thomas V. Milroy			218,383,567				882,135				75,308				18,308,164
Cyrus D. Walker			191,274,844				27,990,758				75,408				18,308,164
Carrie A. Wheeler			218,406,715				861,421				72,874				18,308,164

Proposal 2

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

 

For		Against		Abstain		Broker Non-Vote
211,596,407		7,614,900		129,703		18,308,164

Proposal 3

The stockholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year.

 

For		Against		Abstain
234,802,419		2,822,173		24,582

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.

 

Date: June 17, 2022