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): July 30, 2024

 

Linde plc

(Exact name of registrant as specified in its charter)

  

Ireland

 

001-38730

 

98-1448883

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

10 Riverview Dr. 

Danbury, Connecticut

United States 06810

Forge

43 Church Street West

Woking, Surrey GU21 6HT

United Kingdom

  

(Address of principal executive offices) (Zip Code)

 

+44 1483 242200

(Registrant’s telephone numbers, including area code)

 

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 class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Ordinary shares (€0.001 nominal value per share)

 

LIN

 

Nasdaq Stock Market

 

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

 

The Linde plc Annual General Meeting of Shareholders was held on July 30, 2024 (the “AGM”), at which shareholders voted upon the items set forth below.  The total number of shares that were present or represented by proxy at the Annual Meeting was 404,887,136 which was 84.22% of the shares outstanding and entitled to vote and which constituted a quorum.  The final voting results of the items submitted to a vote of the shareholders are set forth below.

 

Proposal 1

 

The ten nominees for election as a director were elected to serve until the 2025 annual general meeting of shareholders and until his or her successor is elected and qualified.  The vote results were as follows:

 

Director Nominees

Shares For

Shares Against

Shares Abstained

Broker Non-Votes

% of Votes

Cast For

Stephen F. Angel

374,170,969

13,435,153

195,583

17,085,431

96.53%

Sanjiv Lamba

386,839,145

755,242

207,318

17,085,431

99.81%

Prof DDr. Ann-Kristin Achleitner

 369,186,446

 18,343,229

 272,030

17,085,431

95.27%

Dr. Thomas Enders

 374,898,543

 12,637,610

 265,552

17,085,431

96.74%

Hugh Grant

 382,589,702

 4,960,795

 251,208

17,085,431

98.72%

Joe Kaeser

 346,731,544

 39,472,632

1,597,529

17,085,431

89.78%

Victoria E. Ossadnik

 359,414,123

 28,147,349

 240,233

17,085,431

92.74%

Paula Rosput Reynolds

 386,699,597

 858,527

 243,581

17,085,431

99.78%

Alberto Weisser

 383,847,647

 3,700,121

 253,937

17,085,431

99.05%

Robert L. Wood

 382,240,500

 5,254,878

 306,327

17,085,431

98.64%

    

Proposal 2a

 

Shareholders ratified, on an advisory and non-binding basis, the appointment of PricewaterhouseCoopers (“PWC”) as the independent auditor by the votes set forth below.

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

376,798,953

 

27,562,585

 

525,598

 

N/A

(93.06% of votes cast)

 

(6.81% of votes cast)

 

 

 

 

 

 
2

 

 

Proposal 2b

 

Shareholders approved the authorization of the Board, acting through the Audit Committee, to determine PWC’s remuneration by the votes set forth below.

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

397,465,912

 

6,968,991

 

452,233

 

N/A

(98.17% of votes cast)

 

(1.72% of votes cast)

 

 

 

 

 

Proposal 3

 

Shareholders approved, on an advisory and non-binding basis, the compensation of Linde plc’s Named Executive Officers as disclosed in the 2024 proxy statement by the votes set forth below.

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

358,841,687

 

28,061,890

 

898,128

 

17,085,431

(92.53% of votes cast)

 

(6.93% of votes cast)

 

 

 

 

 

Proposal 4

 

Shareholders approved the proposal to determine the price range at which Linde plc can re-allot shares that it acquires as treasury shares under Irish law.

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

403,401,617

 

864,902

 

620,617

 

N/A

(99.63% of votes cast)

 

(0.21% of votes cast)

 

 

 

 

 

ITEM 9.01.  Financial Statements and Exhibits.

 

 

(d) 

Exhibits. The following exhibits are filed.

 

Exhibit No.

 

Description

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
3

 

 

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.

 

LINDE PLC

 

 

 

 

 

 

By:

/s/  Guillermo Bichara

 

 

Name:

Guillermo Bichara

 

 

Title:

Chief Legal Officer

 

 

Date: August 2, 2024

 

 
4

   

v3.24.2.u1
Cover
Jul. 30, 2024
Document Information Line Items  
Entity Registrant Name Linde plc
Entity Central Index Key 0001707925
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jul. 30, 2024
Entity File Number 001-38730
Entity Incorporation State Country Code L2
Entity Tax Identification Number 98-1448883
Entity Address Address Line 1 Forge
Entity Address Address Line 2 43 Church Street West
Entity Address Address Line 3 Woking
Entity Address City Or Town Surrey
Entity Address Postal Zip Code GU21 6HT
City Area Code 1483
Local Phone Number 242200
Security 12b Title Ordinary shares (€0.001 nominal value per share)
Trading Symbol LIN
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Address Country GB
Other Address [Member]  
Document Information Line Items  
Entity Address Address Line 1 10 Riverview Dr.
Entity Address City Or Town Danbury
Entity Address State Or Province CT
Entity Address Postal Zip Code 06810
Entity Address Country US
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