false 0001740332 0001740332 2024-05-20 2024-05-20

 

 

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): May 20, 2024

 

 

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38635   82-5318796

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

16100 N. 71st Street, Suite 550

Scottsdale, Arizona

  85254
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (480) 573-5340

(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:

 

Name of each exchange
on which registered:

Common Stock, par value $0.001 per share   REZI   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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resideo Technologies, Inc. (the “Company”) previously disclosed that Phillip Theodore transitioned to a new, non-executive officer position of Senior Vice President, Executive Advisor, effective December 5, 2023, in connection with a change in leadership of the Company’s Products & Solutions business. On May 31, 2024, Mr. Theodore’s employment was involuntarily terminated without cause under circumstances that entitle him to severance benefits as described in the Company’s Form 8-K filed December 5, 2023. In addition, in recognition of his service and efforts to facilitate a smooth transition of leadership through his employment in 2024, on May 20, 2024, the Compensation and Human Capital Management Committee approved payment to Mr. Theodore of a payout of his annual incentive opportunity, based on actual results for 2024, pro-rated for his period of employment in 2024.

At the Company’s Annual Meeting of Shareholders held on June 5, 2024, the Company’s shareholders approved the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Amended and Restated Plan”). The Amended and Restated Plan was approved by the Company’s Board of Directors (the “Board”) on March 22, 2024, subject to the approval of the Company’s shareholders, and became effective with such shareholder approval on June 5, 2024.

A description of the terms of the Amended and Restated Plan can be found in “Proposal 4: Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates” (pages 74 through 80) in the Company’s definitive proxy statement dated April 25, 2024, and filed with the Securities and Exchange Commission on April 23, 2024 (the “2024 Proxy Statement”), which description is incorporated by reference herein.

The foregoing description and the description incorporated by reference from the 2024 Proxy Statement are qualified in their entirety by reference to the Amended and Restated Plan.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The following matters set forth in the 2024 Proxy Statement were voted upon with the results indicated below.

 

  1.

The nominees listed below were elected as directors with the respective votes set forth opposite their names:

 

Proposal 1

   Shares For    Shares Against    Abstentions    Broker Non-Votes

Roger Fradin

   117,527,882    12,669,841    354,081    7,934,769

Jay Geldmacher

   129,986,552    464,021    101,231    7,934,769

Paul Deninger

   129,981,744    464,340    105,720    7,934,769

Cynthia Hostetler

   128,002,243    2,455,249    94,312    7,934,769

Brian Kushner

   114,946,107    15,500,922    104,775    7,934,769

Jack Lazar

   105,757,695    24,689,056    105,053    7,934,769

Nina Richardson

   126,380,011    4,070,609    101,184    7,934,769

Andrew Teich

   127,015,740    3,431,893    104,171    7,934,769

Sharon Wienbar

   124,915,156    5,544,839    91,809    7,934,769

Kareem Yusuf

   128,548,425    1,893,855    109,524    7,934,769

 

  2.

The non-binding advisory vote on executive compensation disclosed in the Company’s 2024 Proxy Statement was approved by the votes set forth below:

 

     Shares For    Shares Against    Abstentions    Broker Non-Votes

Proposal 2

   104,981,121    25,402,940    167,743    7,934,769


  3.

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was approved by the votes set forth below:

 

     Shares For    Shares Against    Abstentions    Broker Non-Votes

Proposal 3

   138,223,289    168,046    95,238   

 

  4.

Approval of the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates was approved by the votes set forth below:

 

     Shares For    Shares Against    Abstentions    Broker Non-Votes

Proposal 4

   125,855,625    4,508,807    187,372    7,934,769

 

  5.

The shareholder proposal regarding excessive severance pay was not approved by the votes set forth below:

 

     Shares For    Shares Against    Abstentions    Broker Non-Votes

Proposal 5

   5,985,437    124,448,008    118,359    7,934,769

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)    Exhibits
10.1    Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 23, 2024).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

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 7, 2024   RESIDEO TECHNOLOGIES, INC.
    By:  

/s/ Jeannine J. Lane

    Name:   Jeannine J. Lane
    Title:   Executive Vice President, General Counsel and Corporate Secretary
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Document and Entity Information
May 20, 2024
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Entity Central Index Key 0001740332
Document Type 8-K
Document Period End Date May 20, 2024
Entity Registrant Name RESIDEO TECHNOLOGIES, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-38635
Entity Tax Identification Number 82-5318796
Entity Address, Address Line One 16100 N. 71st Street
Entity Address, Address Line Two Suite 550
Entity Address, City or Town Scottsdale
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85254
City Area Code (480)
Local Phone Number 573-5340
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Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.001 per share
Trading Symbol REZI
Security Exchange Name NYSE
Entity Emerging Growth Company false

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