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(Address of principal executive offices, including zip code)
+(i353)(0)i18707400
(Registrant’s phone number, including area code)
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))
i☐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
Name of each exchange on which registered
iOrdinary Shares, Par Value $1.00 per Share
iTT
iNew
York Stock Exchange
i5.250% Senior Notes due 2033
iTT33
iNew
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):
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. o
1
Item 5.07.
Submission of Matters to a Vote of Security Holders
At the 2023 Annual
General Meeting, the Company’s shareholders:
1.Elected all eleven of the Company’s nominees for director;
2.Provided advisory approval on the frequency of the advisory vote on the compensation of the Company’s named executive officers;
3.Provided advisory approval of the compensation of the Company’s named executive officers;
4.Approved the appointment of
PriceWaterhouseCoopers to serve as the Company’s independent auditors for the fiscal year ending December 31, 2023, and authorized the Audit Committee to set the auditors’ remuneration;
5.Approved the renewal of the Directors’ existing authority to issue shares;
6.Approved the renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders; and
7.Approved the determination of the price range at which the Company can reissue shares that it holds as treasury shares.
Proposals
1(a)-(l). Election of eleven (11) directors to hold office until the Company’s next Annual General Meeting of Shareholders:
Nominees
For
Against
Abstain
Broker Non-Vote
(a)
Kirk
E. Arnold
185,570,368
5,618,069
567,937
13,239,087
(b)
Ann C. Berzin
176,737,903
14,451,239
567,232
13,239,087
(c)
April Miller Boise
185,863,936
5,323,542
568,896
13,239,087
(d)
Gary
D. Forsee
171,207,318
19,980,548
568,508
13,239,087
(e)
Mark R. George
189,039,659
2,185,616
531,099
13,239,087
(f)
John A. Hayes
189,175,057
2,047,645
533,672
13,239,087
(g)
Linda
P. Hudson
164,999,961
25,499,227
1,257,186
13,239,087
(h)
Myles P. Lee
185,814,754
5,278,469
663,151
13,239,087
(i)
David S. Regnery
171,419,345
19,174,583
1,162,446
13,239,087
(j)
Melissa
N. Schaeffer
190,221,074
928,388
606,912
13,239,087
(k)
John P. Surma
172,649,117
18,549,276
557,981
13,239,087
Proposal 2. Advisory approval on the frequency of advisory vote on the compensation of the Company’s named executive officers:
1
Year
2 Years
3 Years
Abstain
188,048,584
579,081
2,706,779
421,930
Proposal 3. Advisory approval of the compensation of the Company’s named executive officers:
For
Against
Abstain
Broker
Non Vote
174,059,638
16,714,393
982,343
13,239,087
Proposal 4. Approval of the Appointment of Independent Auditors:
For
Against
Abstain
Broker
Non Vote
180,887,887
23,668,220
439,354
0
Proposal 5. Approval of the Directors’ Existing Authority to Issue Shares:
For
Against
Abstain
Broker
Non Vote
198,282,051
6,262,402
451,008
0
Proposal 6. Approval of the Directors’ Authority to Issue Shares for Cash:
For
Against
Abstain
Broker
Non Vote
190,780,808
13,684,834
529,819
0
Proposal 7. Approved the determination of the price range at which the Company can reissue shares that it holds as treasury shares:
For
Against
Abstain
Broker
Non Vote
200,689,962
3,191,391
1,114,108
0
2
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.
