8-K
WATSCO INC false 0000105016 0000105016 2021-06-07 2021-06-07 0000105016 us-gaap:CommonStockMember 2021-06-07 2021-06-07 0000105016 us-gaap:CommonClassBMember 2021-06-07 2021-06-07

 

 

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 7, 2021

 

 

 

LOGO

WATSCO, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Florida

(State or Other Jurisdiction of Incorporation)

 

1-5581   59-0778222
(Commission
File Number)
  (IRS Employer
Identification No.)

2665 South Bayshore Drive, Suite 901

Miami, Florida 33133

(Address of Principal Executive Offices, Including Zip Code)

(305) 714-4100

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

 

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
Symbols

 

Name of each exchange
on which registered

Common stock, $0.50 par value   WSO   New York Stock Exchange
Class B common stock, $0.50 par value   WSOB   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.

Watsco, Inc., a Florida corporation (the “Company”), held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 7, 2021. The final voting results for the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:

Proposal 1. As set forth in the table that follows, (1) election of one director to serve as a Common stock director by Common shareholders voting as a single class and (2) election of two Class B Common stock directors by Class B Common shareholders voting as a single class, in each case for terms to expire at the 2024 annual meeting of shareholders:

 

Nominee

   Term      Votes For      Votes
Withheld
     Broker
Non-Votes
 

Common Stock:

           

George P. Sape

     2024        20,848,244        7,715,562        1,931,042  

Class B Common Stock:

 

        

Aaron J. Nahmad

     2024        52,265,010        3,920        2,723,530  

Albert H. Nahmad

     2024        52,265,010        3,920        2,723,530  

Proposal 2. Approval of the Watsco, Inc. 2021 Incentive Compensation Plan. The combined vote of the Company’s Common and Class B common stock was as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

69,952,413

  10,807,135   73,188   4,654,572

The Company notes that Proposal 2 was approved by in excess of majority of votes cast, inclusive of abstentions.

Proposal 3. Approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers. The combined vote of the Company’s Common and Class B common stock was as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

74,146,675

  5,565,882   1,120,179   4,654,572

Proposal 4. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year. The combined vote of the Company’s Common and Class B common stock was as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

85,339,474

  122,209   25,625  


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.

 

    WATSCO, INC.
Dated: June 7, 2021     By:  

/s/ Ana M. Menendez

    Ana M. Menendez,
    Chief Financial Officer