APi Group Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$APG
Engineering & Construction
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described in Item 5.07 below, at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of APi Group Corporation (the “Company”) held on May 16, 2025, upon the recommendation of the Company’s Board of Directors, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s Certificate of Incorporation (as amended and supplemented, the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 500,000,000 to 1,000,000,000 shares, and correspondingly increase the number of authorized shares of the Company’s capital stock from 507,000,000 to 1,007,000,000.
The Amendment became effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 16, 2025. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2025, the Company held its Annual Meeting in a virtual format. At the Annual Meeting, the shareholders voted on (i) the election of nine 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 2025 fiscal year, (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers and (iv) the approval of the amendment of our certificate of incorporation to increase the number of authorized shares of common stock.
As of the record date of March 21, 2025, there were 280,220,967 total shares outstanding entitled to 280,220,967 votes (including 276,220,967 shares of common stock entitled to one vote per share and 4,000,000 shares of Series A Preferred Stock entitled to one vote per share). Of the 280,220,967 votes available as of the record date, 255,749,120 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 2026 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 | 221,941,995 | 22,767,553 | 23,090 | 11,016,482 | ||||||||||||||||||||||
| James E. Lillie | 239,630,163 | 4,940,483 | 161,992 | 11,016,482 | ||||||||||||||||||||||
| Ian G. H. Ashken | 240,057,120 | 4,640,829 | 34,689 | 11,016,482 | ||||||||||||||||||||||
| Russell A. Becker | 243,526,019 | 1,195,827 | 10,792 | 11,016,482 | ||||||||||||||||||||||
| Paula D. Loop | 243,757,917 | 943,764 | 30,957 | 11,016,482 | ||||||||||||||||||||||
| Anthony E. Malkin | 241,494,877 | 3,112,383 | 125,378 | 11,016,482 | ||||||||||||||||||||||
| Thomas V. Milroy | 243,235,946 | 1,373,548 | 123,144 | 11,016,482 | ||||||||||||||||||||||
| Cyrus D. Walker | 202,121,971 | 42,487,492 | 123,175 | 11,016,482 | ||||||||||||||||||||||
| Carrie A. Wheeler | 175,633,283 | 68,975,761 | 123,594 | 11,016,482 | ||||||||||||||||||||||
2. The shareholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year.
| For | Against | Abstain | ||||||||||||
| 253,920,066 | 1,448,609 | 380,445 | ||||||||||||
3. The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, representing 97.22% votes cast in favor of the proposal.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 236,686,007 | 6,777,463 | 1,269,168 | 11,016,482 | |||||||||||||||||
4. The shareholders approved the Amendment of our Certificate of Incorporation to increase the number of authorized shares of common stock.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 230,272,779 | 24,887,303 | 589,038 | 0 | |||||||||||||||||
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APi Group Corporation | ||||||||
| Date: May 19, 2025 | By: | /s/ Louis B. Lambert | ||||||
Name: | Louis B. Lambert | |||||||
Title: | Senior Vice President, General Counsel and Secretary | |||||||