UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 2022
ICHOR HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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001-37961 |
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Not Applicable |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
3185 Laurelview Ct.
Fremont, California 94538
(Address of principal executive offices, including Zip Code)
(510) 897-5200
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Ordinary Shares, par value $0.0001 |
ICHR |
The NASDAQ Stock Market LLC |
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 May 24, 2022, Ichor Holdings, Ltd. (the “Company”) held its 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) in Fremont, California. A total of 26,563,485 outstanding ordinary shares of the Company were represented by proxy at the Annual Meeting. The final voting results for each of the items submitted to a shareholder vote at the Annual Meeting are set forth below.
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1. |
To elect Wendy Arienzo, Marc Haugen, and Sarah O’Dowd, Class III directors, to hold office in accordance with the terms of the Company’s amended and restated memorandum and articles of association (“Memorandum and Articles”) until the Company’s annual general meeting to be held in 2025 or until their respective successors are duly elected and qualified: |
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Director Nominee |
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For |
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Withhold |
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Broker Non-Votes |
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Marc Haugen |
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23,656,166 |
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435,601 |
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2,471,718 |
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Wendy Arienzo |
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17,770,049 |
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6,321,718 |
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2,471,718 |
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Sarah O'Dowd |
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23,944,863 |
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146,904 |
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2,471,718 |
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Special resolution to amend the Memorandum and Articles to declassify the Board of Directors of the Company (the “Board”), providing for the annual election of all directors beginning with the annual general meeting to be held in 2025: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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24,060,414 |
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20,974 |
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10,379 |
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2,471,718 |
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To approve, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”): |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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21,280,628 |
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2,720,540 |
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90,599 |
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2,471,718 |
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To establish, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers (“say-on-frequency”): |
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
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22,817,279 |
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43,459 |
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1,160,754 |
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70,275 |
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2,471,718 |
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5. |
The ratification of the appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 30, 2022: |
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For |
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Against |
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Abstain |
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26,349,295 |
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185,696 |
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28,494 |
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Consistent with the recommendation of the Board and the vote of shareholders, the Company will hold future advisory votes on named executive officer compensation on an annual basis
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 thereunto duly authorized.
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ICHOR HOLDINGS, LTD. |
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Date: May 25, 2022 |
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/s/ Larry J. Sparks |
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Name: Larry J. Sparks |
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Title: Chief Financial Officer |