Form 8-K
WATSCO INC false 0000105016 0000105016 2023-06-05 2023-06-05 0000105016 us-gaap:CommonStockMember 2023-06-05 2023-06-05 0000105016 us-gaap:CommonClassBMember 2023-06-05 2023-06-05

 

 

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 5, 2023

 

 

 

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 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on June 5, 2023. 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:

 

Nominee

   Term Expires      Votes For      Votes
Withheld
     Broker
Non-Votes
 

Common Stock:

           

Ana Lopez-Blazquez

     2026        28,856,275        304,165        1,743,284  

Class B Common Stock:

           

Cesar L. Alvarez

     2026        51,373,700        110,360        541,730  

Denise Dickins

     2026        51,373,500        110,560        541,730  

Proposal 2. 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

75,648,050

  4,920,301   76,149   2,285,014

Proposal 3. Approval of a non-binding advisory resolution on the frequency of the 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:

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Broker Non-Votes

80,271,469

  133,262   219,777   19,992   2,285,014

Proposal 4. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2023 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

82,578,804

  315,405   35,305   —  


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 8, 2023     By:  

/s/ Ana M. Menendez

    Ana M. Menendez,
    Chief Financial Officer