Teleflex Incorporated 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
$TFX
Medical/Dental Instruments
Health Care
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
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 9, 2025, the Board of Directors of Teleflex Incorporated (the “Company”) approved the amendment and restatement of the Company’s Third Amended and Restated Bylaws (the bylaws, as amended and restated, the “Fourth Amended and Restated Bylaws”). The only change effected by the amendment and restatement is to delete former Section 2.2.5, which required that that any action taken by the stockholders of the Company be effected at a duly called annual or special meeting of the stockholders and specifically prohibited stockholders from action by consent in writing or by telephone.
The Fourth Amended and Restated Bylaws are filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company held its 2025 annual meeting of stockholders on May 9, 2025 (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s stockholders voted on:
•the election of nine directors of the Company to serve for a term of one year or until their successors have been duly elected and qualified;
•the approval, on an advisory basis, of the compensation of the Company’s named executive officers;
•the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025; and
•a stockholder proposal regarding the continuous holding requirement for calling a special stockholder meeting.
(b) The final voting results with respect to each proposal are set forth below.
1. Election of Directors
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Candace H. Duncan | 28,443,194 | 11,086,832 | 79,254 | 1,581,320 | ||||||||||
| Gretchen R. Haggerty | 28,674,816 | 10,856,097 | 78,367 | 1,581,320 | ||||||||||
| John C. Heinmiller | 28,666,248 | 10,852,284 | 90,748 | 1,581,320 | ||||||||||
| Liam J. Kelly | 27,397,534 | 12,132,752 | 78,994 | 1,581,320 | ||||||||||
| Stephen K. Klasko | 25,382,686 | 14,145,380 | 81,214 | 1,581,320 | ||||||||||
| Andrew A. Krakauer | 28,199,515 | 11,327,845 | 81,920 | 1,581,320 | ||||||||||
| Neena M. Patil | 28,590,304 | 10,910,246 | 108,730 | 1,581,320 | ||||||||||
| Stuart A. Randle | 27,030,091 | 12,493,931 | 85,258 | 1,581,320 | ||||||||||
| Jaewon Ryu | 28,204,943 | 11,320,045 | 84,292 | 1,581,320 | ||||||||||
2. Advisory Vote on Compensation of Named Executive Officers
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 29,026,275 | 10,444,796 | 138,209 | 1,581,320 | ||||||||
3. Ratification of Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 39,677,853 | 1,440,784 | 71,964 | 0 | ||||||||
4. Stockholder Proposal Regarding the Continuous Holding Requirement for Calling a Special Stockholder Meeting
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 4,621,969 | 34,842,111 | 145,200 | 1,581,320 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Title | |||||||
| 3.1* | - | |||||||
| 104 | - | The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||||
*Filed herewith.
| Date: May 15, 2025 | TELEFLEX INCORPORATED By: /s/ Daniel V. Logue Name: Daniel V. Logue Title: Corporate Vice President, General Counsel and Secretary | ||||