(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
(i860)
i233-6847
N/A
(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:
i¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 i¨
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
iCommon
Stock ($0.01 par value)
iOTIS
iNew York Stock Exchange
Section 5—Corporate
Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
Otis Worldwide Corporation (“Otis” or "Company") held its 2021 Annual Meeting of Shareholders on April 27, 2021. As of March 3, 2021, the record date for the meeting, 429,779,560 shares of Otis common stock were issued and outstanding. A quorum of 362,000,909 shares of common stock was represented at the meeting.
Shareholders voted on the following matters, which are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March
12, 2021, and cast their votes as described below:
1) The following individuals were elected to serve as directors for a term expiring at the 2022 Annual Meeting of Shareholders or upon the election and qualification of their successors. The voting results for each nominee are as follows:
Nominee
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Jeffrey H. Black
323,428,082
4,047,007
274,798
34,251,022
Kathy Hopinkah Hannan
323,372,520
4,122,788
254,579
34,251,022
Shailesh G. Jejurikar
319,205,535
8,264,787
279,565
34,251,022
Christopher
J. Kearney
324,752,211
2,725,394
272,282
34,251,022
Judith F. Marks
326,181,392
1,322,017
246,478
34,251,022
Harold W. McGraw III
320,603,270
6,862,903
283,714
34,251,022
Margaret
M. V. Preston
321,132,109
6,371,504
246,274
34,251,022
Shelley Stewart, Jr.
323,086,013
4,401,034
262,840
34,251,022
John H. Walker
319,764,911
7,702,489
282,487
34,251,022
2) A
proposal that shareholders approve, on an advisory basis, the compensation of Otis’ named executive officers. The proposal was approved and the voting results are as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
287,450,626
39,472,107
827,154
34,251,022
3) A
proposal that shareholders approve, on an advisory basis, the frequency of shareholders’ votes on Otis’ named executive officers’ compensation. The proposal for an annual shareholder advisory vote was approved and the results of the voting are as follows:
Votes for One Year
Votes for Two Years
Votes for Three Years
Abstentions
Broker Non-Votes
322,047,272
348,911
4,697,453
656,251
34,251,022
The
Company has considered these voting results and determined, consistent with the Board of Directors' recommendation, that an advisory vote regarding the compensation of the Company’s named executive officers will be submitted to stockholders on an annual basis until the next required vote on frequency or until the Board of Directors otherwise determines that a different frequency is in the best interest of the Company’s shareholders.
4) A proposal to appoint PricewaterhouseCoopers LLP, a firm of independent registered public accountants, to serve as Otis’ Independent Auditor for 2021 until the next annual meeting in 2022. The proposal was approved and the voting results
are as follows:
Votes For
Votes Against
Abstentions
353,222,277
8,535,372
243,260
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.