TE Connectivity Ltd. Announces Director Changes

Ticker: TEL · Form: 8-K · Filed: 2024-03-18T00:00:00.000Z

Sentiment: neutral

Topics: board-changes, officer-appointment, disclosure

Related Tickers: TEB

TL;DR

TE Connectivity's board sees a change with Haggerty out and Ryan in, effective March 14, 2024.

AI Summary

TE Connectivity Ltd. announced on March 14, 2024, the departure of director Michael V. Haggerty and the appointment of new director David F. Ryan. The company also reported on compensatory arrangements for certain officers. This filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, impacting investor confidence and future decision-making.

Risk Assessment

Risk Level: low — This filing primarily concerns routine board and officer changes and compensatory arrangements, which are standard corporate disclosures.

Key Players & Entities

FAQ

Who has departed from TE Connectivity Ltd.'s board of directors?

Michael V. Haggerty has departed from the board of directors.

Who has been appointed as a new director to TE Connectivity Ltd.'s board?

David F. Ryan has been appointed as a new director.

What is the exact date of the earliest event reported in this 8-K filing?

The date of the earliest event reported is March 14, 2024.

What specific items are covered in this Form 8-K filing?

This filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, compensatory arrangements of certain officers, and financial statements and exhibits.

Under which section of the Securities Exchange Act is this report filed?

This is a current report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Filing Stats: 1,010 words · 4 min read · ~3 pages · Grade level 10.7 · Accepted 2024-03-18 16:15:30

Filing Documents

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously reported, at TE Connectivity Ltd.'s (the "Company") Annual General Meeting of Shareholders held on March 13, 2024 ("AGM"), shareholders approved the TE Connectivity Ltd. 2024 Stock and Incentive Plan and authorized for issuance 19,939,500 shares thereunder. For additional information regarding approval of the 2024 Stock and Incentive Plan, see the Proxy Statement for the AGM filed with the Securities and Exchange Commission on January 17, 2024 ("Proxy Statement") and the TE Connectivity Ltd. 2024 Stock and Incentive Plan attached as Exhibit 10.1 hereto and incorporated herein by reference. As further described in Item 5.03 below, at the AGM shareholders approved certain amendments to the Company's Articles of Association. As a result of changes to Swiss law, the amendments to the Articles of Association as set forth in Agenda Item 16.3 in the Proxy Statement provide that compensated non-competition agreements with Executive Management shall not exceed the average annual compensation for the executive for the past three years (Swiss law previously provided that compensated non-competition agreements with Executive Management could not exceed the annual compensation for the executive for the previous year). The employment agreements with each member of the Company's Executive Management were amended March 15, 2024 to comply with the new legal requirements, including for the Company's named executive officers (Terrence R. Curtin, Heath A. Mitts, Steven T. Merkt, Aaron K. Stucki and John S. Jenkins). The foregoing summary is not intended to be complete and is qualified in its entirety by reference to Amendment No. 1 to each of the employment agreements, attached as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 hereto and incorporated herein by reference.

03 Amendments to Articles

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Company's AGM, the Company's shareholders approved the cancellation of 5,895,500 shares purchased by the Company under its share repurchase program during the period beginning October 1, 2022 and ending September 29, 2023 and the amendment of the Company's Articles of Association to effect the resulting share capital reduction by CHF 3,360,435.00 to CHF 180,447,625.17. The Company's shareholders also approved at the AGM an amendment to Article 5 of the Company's Articles of Association to approve the renewal of the capital band for a period ending one year after the date of the AGM. The Company's shareholders also approved at the AGM, amendments to the Company's Articles of Association primarily relating to changes in Swiss law including amendments relating to the general meeting and shareholders matters, amendments relating to hybrid and virtual general meetings of shareholders, and amendments relating to the Board of Directors, compensation and mandates, each as further described in Agenda Items 16.1, 16.2 and 16.3 of the Proxy Statement. The amendments to the Company's Articles of Association reflecting the above became effective on March 14, 2024 upon registration with the Commercial Registry. A copy of the Company's amended and restated Articles of Association is attached hereto as Exhibit 3.1 and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Articles of Association of TE Connectivity Ltd. (as amended and restated) 10.1 TE Connectivity Ltd. 2024 Stock and Incentive Plan (incorporated by reference to Appendix B to TE Connectivity Ltd.'s Proxy Statement filed on January 17, 2024) 10.2 Amendment No. 1 to Employment Agreement between TE Connectivity Corporation and Terrence R. Curtin dated March 15, 2024 10.3 Amendment No. 1 to Employment Agreement between TE Connectivity Corporation and Heath A. Mitts dated March 15, 2024 10.4 Amendment No. 1 to Employment Agreement between TE Connectivity Corporation and Steven T. Merkt dated March 15, 2024 10.5 Amendment No. 1 to Employment Agreement between TE Connectivity Corporation and Aaron K. Stucki dated March 15, 2024 10.6 Amendment No. 1 to Employment Agreement between TE Connectivity Corporation and John S. Jenkins dated March 15, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Date: March 18, 2024 TE CONNECTIVITY LTD. By: /s/ Harold G. Barksdale Name: Harold G. Barksdale Title: Vice President and Corporate Secretary

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