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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, 2023

 

 

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, Minnesota

 

55112

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 651 636-4320

 

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:

 

☐

 

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, 2023, APi Group Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format. At the Annual Meeting, the shareholders voted on (i) the election of ten director nominees for a one-year term, (ii) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.

 

As of the record date of April 18, 2023, there were 240,012,900 total shares outstanding entitled to 271,733,226 votes (including 235,212,900 shares of common stock entitled to one vote per share; 4,000,000 shares of Series A Preferred Stock entitled to one vote per share; and 800,000 shares of Series B Preferred Stock entitled to a total of 32,520,326 votes). Of the 271,733,226 votes available as of the record date, 235,444,457 votes were cast at the Annual Meeting.

 

1. The stockholders voted in favor of the election of the following director nominees as directors for a term of office expiring at the 2024 Annual Meeting of Shareholders and, in each case, until his or her successor is duly elected and qualified.

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Vote

Sir Martin E. Franklin

 

206,921,560

 

10,639,465

 

71,896

 

17,811,536

James E. Lillie

 

216,622,387

 

929,043

 

81,491

 

17,811,536

Ian G. H. Ashken

 

174,302,015

 

43,224,013

 

106,893

 

17,811,536

Russell A. Becker

 

216,300,997

 

1,181,373

 

150,551

 

17,811,536

David S. Blitzer

 

216,950,435

 

565,072

 

117,414

 

17,811,536

Paula D. Loop

 

216,224,928

 

1,331,147

 

76,846

 

17,811,536

Anthony E. Malkin

 

215,511,037

 

1,994,062

 

127,822

 

17,811,536

Thomas V. Milroy

 

216,306,397

 

1,198,923

 

127,601

 

17,811,536

Cyrus D. Walker

 

169,525,310

 

47,959,286

 

148,325

 

17,811,536

Carrie A. Wheeler

 

182,535,518

 

34,990,876

 

106,527

 

17,811,536

 

 

2. The shareholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year.

For

 

Against

 

Abstain

 

233,978,886

 

1,122,886

 

342,685

 

 

 

3. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, representing 95.45% votes cast in favor of the proposal.

For

 

Against

 

Abstain

 

Broker Non-Vote

207,383,830

 

9,891,247

 

357,844

 

17,811,536

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit No.

 

Description

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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.

 

 

 

APi Group Corporation

 

 

 

 

Date:

June 20, 2023

By:

/s/ Louis B. Lambert

 

 

 

Name: Louis B. Lambert
Title: Senior Vice President, General Counsel and Secretary

 
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