Thermon Group Holdings Inc.

05/08/2024 | Press release | Distributed by Public on 05/08/2024 21:06

Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results on each of the matters submitted to a vote of stockholders during the 2024 annual meeting of stockholders (the "Meeting") of Thermon Group Holdings, Inc. (the "Company") held on July 31, 2024, are shown below. At the close of business on June 7, 2024, the record date for the determination of stockholders entitled to notice of and to vote at the Meeting, there were outstanding and entitled to vote 33,871,009 shares of common stock of the Company ("Shares"), each Share being entitled to one vote.
The holders of a total of 32,723,307 Shares, representing 96.61% of the total Shares issued and outstanding and entitled to vote, were present in person or by proxy at the Meeting, constituting a quorum.
Proposal 1a- To re-elect John Clarke as director of the Company for a term to expire at the next annual meeting of stockholders:
Votes For Votes Withheld Broker Non-Votes
31,107,495 207,719 1,408,093
Proposal 1b- To re-elect Linda Dalgetty as director of the Company for a term to expire at the next annual meeting of stockholders:
Votes For Votes Withheld Broker Non-Votes
30,803,454 511,760 1,408,093
Proposal 1c- To re-elect Roger Fix as director of the Company for a term to expire at the next annual meeting of stockholders:
Votes For Votes Withheld Broker Non-Votes
29,031,128 2,284,086 1,408,093
Proposal 1d- To re-elect Marcus George as director of the Company for a term to expire at the next annual meeting of stockholders:
Votes For Votes Withheld Broker Non-Votes
30,961,656 353,558 1,408,093
Proposal 1e- To re-elect Victor Richey as director of the Company for a term to expire at the next annual meeting of stockholders:
Votes For Votes Withheld Broker Non-Votes
31,256,518 58,696 1,408,093
Proposal 1f- To re-elect Angela Strzelecki as director of the Company for a term to expire at the next annual meeting of stockholders:
Votes For Votes Withheld Broker Non-Votes
30,779,196 536,018 1,408,093
Proposal 1g- To re-elect Bruce Thames as director of the Company for a term to expire at the next annual meeting of stockholders:
Votes For Votes Withheld Broker Non-Votes
31,119,520 195,694 1,408,093
Proposal 2- To ratify the appointment of KPMG LLP by the audit committee of the board of directors of the Company as the Company's independent registered public accounting firm for the fiscal year ended March 31, 2025:
Votes For Votes Withheld Votes Abstaining
30,984,984 1,737,896 427
Proposal 3- To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as reported in the Company's proxy statement for the Meeting:
Votes For Votes Against Votes Abstaining Broker Non-Votes
30,426,948 885,981 2,285 1,408,093
Proposal 4- To recommend, on a non-binding advisory basis, the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers:
1 Year 2 Years 3 Years Votes Abstaining
29,578,909 1,788 1,732,225 2,292
Proposal 5- To approve an amendment to the Thermon Group Holdings, Inc. 2020 Long-Term Incentive Plan to increase the available shares under the plan by 1,850,000 shares:
Votes For Votes Against Votes Abstaining Broker Non-Votes
30,043,968 1,268,995 2,251 1,408,093
Proposal 6- To approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to include provisions related to the exculpation for certain officers of the Company:
Votes For Votes Against Votes Abstaining Broker Non-Votes
29,590,908 1,722,412 1,894 1,408,093