UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices, Including Zip Code)
(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 | ||
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 | ||||||