STOCK TITAN

Sensata Technologies (NYSE: ST) shareholders approve all 2026 AGM proposals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sensata Technologies Holding plc reported the results of its Annual General Meeting held on June 9, 2026. Shareholder turnout was high, with 139,715,809 ordinary shares represented, equal to 96.06% of shares entitled to vote.

All nominated directors were elected for one-year terms, and shareholders approved the advisory vote on executive compensation and chose an annual “say-on-pay” frequency. They also ratified Deloitte & Touche LLP as independent registered public accounting firm and appointed Deloitte Ireland LLP as U.K. statutory auditor for 2026.

Investors approved the Director Compensation Report, an amendment to the 2021 Equity Incentive Plan, authorities for the Board to issue equity securities and equity incentive shares (including certain issuances without preemptive rights), and a special resolution covering share repurchase contracts and counterparties.

Positive

  • None.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at AGM 139,715,809 shares Ordinary shares represented at June 9, 2026 General Meeting
Voting participation 96.06% Percent of total shares entitled to vote represented at the meeting
Say-on-pay support 128,154,297 for vs 6,593,892 against Advisory vote on named executive officer compensation
Auditor ratification votes 139,650,883 for Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026
Equity plan amendment approval 133,935,541 for Votes for amendment to the 2021 Equity Incentive Plan
Preemption waiver authority 136,609,369 for Votes for special resolution to issue equity securities without preemptive rights under section 570
Share repurchase framework 137,266,934 for Votes for special resolution on form of repurchase contracts and counterparties
Annual General Meeting financial
"The Annual General Meeting of Shareholders (the "General Meeting") of Sensata Technologies Holding plc was held on June 9, 2026."
say-on-pay financial
"Ordinary advisory resolution to approve the compensation of our named executive officers and advisory resolution on frequency of "say-on-pay""
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
independent registered public accounting firm financial
"Ordinary resolution to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
equity incentive plan financial
"Ordinary resolution to approve the Amendment to the 2021 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
U.K. Companies Act 2006 regulatory
"in accordance with section 551 of the U.K. Companies Act 2006, as amended (the "U.K. Companies Act")"
preemption financial
"to issue equity securities without the rights of preemption provided by section 561 of the U.K. Companies Act"
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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
Date of Report (Date of earliest event reported): June 9, 2026
 
__________________________________________ 
SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of Registrant as specified in its charter)
 
 __________________________________________
England and Wales  001-34652 98-1386780
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)

529 Pleasant Street
Attleboro, Massachusetts 02703, United States
(Address of Principal executive offices, including Zip Code)
+1(508) 236 3800
(Registrant's telephone number, including area code) 
Not Applicable
(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:
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 classTrading Symbol(s)Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per shareSTNew 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. o




Item 5.07
Submission of Matters to a Vote of Security Holders.
The Annual General Meeting of Shareholders (the "General Meeting") of Sensata Technologies Holding plc (the “Company”) was held on June 9, 2026. A total of 139,715,809 ordinary shares, or 96.06% of the total shares entitled to vote, were represented at the General Meeting in person or by proxy. Set forth below are the matters the shareholders voted on and the final voting results. The proposals below are described in detail in the Proxy Statement for the General Meeting previously filed with the Securities and Exchange Commission.
1. Ordinary resolution to approve the election of Directors: 
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
John P. Absmeier
134,114,510971,14431,7784,598,377
Daniel L. Black133,521,9521,563,54231,9384,598,377
Lorraine A. Bolsinger
131,398,2593,688,29530,8784,598,377
Philip Eyler
134,055,4991,030,62531,3084,598,377
Laurie Schupmann
134,113,847958,01045,5754,598,377
Constance E. Skidmore
133,197,4611,888,72831,2434,598,377
Martha N. Sullivan
131,924,5841,627,1171,565,7314,598,377
Andrew C. Teich
132,724,6542,346,82945,9494,598,377
Jugal Vijayvargiya133,733,2131,311,69872,5214,598,377
Stephan von Schuckmann134,147,934923,73545,7634,598,377
Stephen M. Zide
133,853,8161,215,58948,0274,598,377
Each of the nominees was elected for a term of one year.
2. Ordinary advisory resolution to approve the compensation of our named executive officers:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
128,154,2976,593,892369,2434,598,377
This resolution was approved.
3. Advisory resolution on frequency of "say-on-pay":
1 Year2 Years3 YearsAbstain
126,904,2245,9088,173,90133,399
This resolution was approved for every year.
4. Ordinary resolution to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
139,650,88313,29351,633
This resolution was approved.
5. Ordinary advisory resolution to approve the Director Compensation Report:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
129,588,7395,406,931121,7624,598,377
This resolution was approved.

2


6. Ordinary resolution to approve the Amendment to the 2021 Equity Incentive Plan:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
133,935,5411,126,18955,7024,598,377
This resolution was approved.
7. Ordinary resolution to appoint Deloitte Ireland LLP as the Company's U.K. statutory auditor for fiscal year 2026:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
139,647,98414,08453,741
This resolution was approved.
8. Ordinary resolution to authorize the Audit Committee, for and on behalf of the Board, to determine the Company's U.K. statutory auditor's reimbursement:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
139,635,78511,55068,474
This resolution was approved.
9. Ordinary resolution to receive the Company's 2025 Annual Report and Accounts:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
139,030,98165,676619,152
This resolution was approved.
10. Special resolution to approve the form of share repurchase contracts and repurchase counterparties:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
137,266,9342,410,51338,362
This resolution was approved.
11. Ordinary resolution to authorize the Board of Directors, in accordance with section 551 of the U.K. Companies Act 2006, as amended (the "U.K. Companies Act"), to exercise all powers of the Company to issue equity securities:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
139,464,127215,13136,551
This resolution was approved.
12. Special resolution to authorize the Board of Directors, in accordance with section 570 of the U.K. Companies Act, to issue equity securities without the rights of preemption provided by section 561 of the U.K. Companies Act:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
136,609,3693,066,45639,984
This resolution was approved.
13. Ordinary resolution to authorize the Board of Directors, in accordance with section 551 of the U.K. Companies Act, to exercise all powers of the Company to issue equity shares under our equity incentive plans:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
134,964,014102,40951,0094,598,377
This resolution was approved.

3


14. Special resolution to authorize the Board of Directors, in accordance with section 570 of the U.K. Companies Act, to issue equity shares under our equity incentive plans without the rights of preemption provided by section 561 of the U.K. Companies Act:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
134,936,705126,75453,9734,598,377
This resolution was approved.
4



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 hereunto duly authorized.

SENSATA TECHNOLOGIES HOLDING PLC
/s/ David K. Stott
Date:June 11, 2026Name: David K. Stott
Title: Executive Vice President, General Counsel and Corporate Secretary


5

FAQ

What did Sensata Technologies (ST) shareholders approve at the 2026 AGM?

Shareholders approved all resolutions, including board elections, executive pay, auditor appointments, share issuance authorities, an amendment to the 2021 Equity Incentive Plan, and a special resolution on share repurchase contracts and repurchase counterparties, signaling broad support for the company’s governance proposals.

How many Sensata Technologies (ST) shares were represented at the 2026 AGM?

A total of 139,715,809 ordinary shares were represented at the meeting, equal to 96.06% of the shares entitled to vote. This high participation level indicates strong shareholder engagement in the company’s corporate governance and decision-making processes.

Did Sensata Technologies (ST) shareholders approve executive compensation?

Yes, shareholders approved the advisory resolution on compensation of named executive officers with 128,154,297 votes for, 6,593,892 against, and 369,243 abstentions. This advisory support reflects shareholder acceptance of the company’s current executive pay structure and policies.

What frequency of say-on-pay votes did Sensata (ST) investors choose?

Shareholders approved holding the advisory “say-on-pay” vote every year. The vote totals were 126,904,224 for one year, 5,908 for two years, 8,173,901 for three years, and 33,399 abstentions, confirming an annual shareholder review of executive compensation practices.

Which auditors did Sensata Technologies (ST) shareholders ratify and appoint?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026 and appointed Deloitte Ireland LLP as the company’s U.K. statutory auditor. Both resolutions received strong shareholder support with very few votes cast against or abstaining.

Did Sensata (ST) shareholders authorize new share issuances and equity plans?

Yes, shareholders approved resolutions authorizing the Board to issue equity securities, including under equity incentive plans, and certain issuances without preemptive rights. They also approved an amendment to the 2021 Equity Incentive Plan and a special resolution on share repurchase contracts.

Filing Exhibits & Attachments

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