[8-K] Vertiv Holdings Co Reports Material Event

Rhea-AI Filing Summary

Vertiv Holdings held its 2025 Annual Meeting of Stockholders on June 18, with 83.46% of shares (318,096,879 out of 381,105,178) represented. Three key proposals were voted on:

• Board Elections: Ten directors were elected for one-year terms. Notable results include Giordano Albertazzi receiving strong support (276.2M votes), while Jacob Kotzubei and Joseph van Dokkum faced significant opposition with high withhold votes.
• Executive Compensation: Shareholders approved the "say-on-pay" proposal with 244.3M votes in favor (87.2% of votes cast), showing strong support for the company's executive compensation practices.
• Auditor Ratification: Ernst & Young LLP was confirmed as the independent auditor for FY2025, receiving overwhelming approval with 301.2M votes in favor (94.7% of votes cast).

The meeting was held virtually, and all proposals passed successfully, demonstrating overall strong shareholder support for management's recommendations, despite some opposition to specific board nominees.

Positive

• High shareholder participation with 83.46% of shares represented at Annual Meeting, indicating strong investor engagement
• Strong approval (87.2%) for Ernst & Young LLP as independent auditor
• Executive compensation plan received significant support with 244.3M votes in favor (87.3% approval)

Negative

• Two directors received notably low approval rates: Jacob Kotzubei (46.2% approval) and Joseph van Dokkum (53.6% approval), indicating significant shareholder dissatisfaction with these board members

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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 18, 2025

VERTIV HOLDINGS CO
Exact name of registrant as specified in its charter
Delaware		001-38518		81-2376902
(State or other Jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)
505 N. Cleveland Ave., Westerville, Ohio 43082
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 614-888-0246

Check the appropriate box below if the Form 8-K 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 class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		VRT		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.

On June 18, 2025, Vertiv Holdings Co (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. Of the 381,105,178 shares of the Company’s Class A common stock outstanding and entitled to vote at the Annual Meeting, 318,096,879 shares (or 83.46%), constituting a quorum, were represented in person (online) or by proxy at the Annual Meeting.

Set forth below are the final voting results for the three proposals submitted to a vote of the stockholders at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to stockholders on April 25, 2025.

Proposal 1: Stockholders elected ten directors to the Company’s Board of Directors, each for a term of one year expiring at the Company’s 2026 annual meeting of stockholders and until such director’s successor has been duly elected and qualified, based on the following votes:

Director Nominee		For		Withhold		Broker Non-Votes
David M. Cote		255,953,121		24,364,137		37,779,621
Giordano Albertazzi		276,264,051		4,053,207		37,779,621
Joseph J. DeAngelo		264,326,601		15,990,657		37,779,621
Joseph van Dokkum		150,399,045		129,918,213		37,779,621
Roger Fradin		256,147,078		24,170,180		37,779,621
Jakki L. Haussler		272,165,032		8,152,226		37,779,621
Jacob Kotzubei		129,422,220		150,895,038		37,779,621
Matthew Louie		272,968,226		7,349,032		37,779,621
Edward L. Monser		263,609,761		16,707,497		37,779,621
Steven S. Reinemund		269,145,080		11,172,178		37,779,621

Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following votes:

For		Against		Abstentions		Broker Non-Votes
244,385,386		35,308,326		623,546		37,779,621

Proposal 3: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, based on the following votes:

For		Against		Abstentions		Broker Non-Votes
301,240,902		16,336,962		519,015		0

SIGNATURE

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.

Date: June 20, 2025	Vertiv Holdings Co
	/s/ Stephanie Gill
	Name: Stephanie Gill
	Title: Chief Legal Counsel and Corporate Secretary

FAQ

What were the voting results for VRT's 2025 Annual Meeting?

At VRT's 2025 Annual Meeting held on June 18, 2025, 318,096,879 shares (83.46%) of Class A common stock were represented. Stockholders voted on three key proposals: election of ten directors, advisory vote on executive compensation, and ratification of Ernst & Young LLP as the independent auditor. All proposals passed, with the auditor ratification receiving the strongest support at 301,240,902 votes in favor.

How many VRT directors were up for election in 2025?

Ten directors were up for election at VRT's 2025 Annual Meeting, each for a one-year term expiring at the 2026 annual meeting. Notable directors included David M. Cote (255,953,121 votes in favor), Giordano Albertazzi (276,264,051 votes in favor), and Steven S. Reinemund (269,145,080 votes in favor).

Did VRT shareholders approve executive compensation in 2025?

Yes, VRT shareholders approved the advisory vote on executive compensation ('say-on-pay') at the 2025 Annual Meeting. The proposal received 244,385,386 votes in favor, 35,308,326 votes against, and 623,546 abstentions, with 37,779,621 broker non-votes.

Who received the highest and lowest votes among VRT's director nominees?

Among VRT's director nominees, Matthew Louie received the highest number of 'For' votes with 272,968,226, while Jacob Kotzubei received the lowest support with 129,422,220 'For' votes and 150,895,038 'Withhold' votes, making him the only nominee to receive more withhold votes than supporting votes.

Was Ernst & Young approved as VRT's auditor for fiscal year 2025?

Yes, stockholders overwhelmingly ratified Ernst & Young LLP as VRT's independent registered public accounting firm for fiscal year 2025. The proposal received 301,240,902 votes in favor, 16,336,962 votes against, and 519,015 abstentions, with no broker non-votes.