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 24, 2023

 

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.

 

Forge

Danbury, Connecticut

 

43 Church Street West

United States 06810

 

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

 

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 3.03 Material Modification to Rights of Security Holders. 

 

The rights of shareholders of Linde plc are governed by its Memorandum and Articles of Association (the “Constitution”) and the Irish Companies Act 2014. The Constitution was amended at the Annual General Meeting of Shareholders of Linde plc that was held on July 24, 2023 (the “AGM”) to reduce certain supermajority shareholder vote requirements (see “Proposal 4” in Item 5.07 below). A copy of the Constitution as amended and restated is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 3.03. A description of the amendments to the Constitution is set forth in Linde plc’s Definitive Proxy Statement filed with the SEC on May 1, 2023, under the section titled “Proposal 4: Amendments to Linde’s Memorandum and Articles of Association to Reduce Certain Supermajority Shareholder Voting Requirements” and is incorporated by reference into this Item 3.03.

 

ITEM 5.07 Submission of Matters to a Vote of Security Holders

 

The Linde plc AGM was held on July 24, 2023, 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 411,082,505 which was 83.95% 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 2024 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

 379,268,002

 12,302,153

 793,853

18,718,497

96.86%

Sanjiv Lamba

 

 386,564,810

 4,948,190

 851,008

18,718,497

98.74%

Prof DDr. Ann-Kristin Achleitner

 370,461,615

 21,092,452

 809,941

18,718,497

94.61%

Dr. Thomas Enders

 385,655,871

 6,020,848

 687,289

18,718,497

98.46%

Hugh Grant

 379,888,078

 11,781,450

 694,480

18,718,497

96.99%

Joe Kaeser

 

 300,400,717

 84,238,259

 7,725,032

18,718,497

78.10%

Victoria E. Ossadnik

 373,173,756

 18,512,444

 677,808

18,718,497

95.27%

Prof. Dr. Martin H. Richenhagen

 371,753,286

 19,883,901

 726,821

18,718,497

94.92%

Alberto Weisser

 385,777,566

 5,882,787

 703,655

18,718,497

98.50%

Robert L. Wood

 384,279,497

 7,366,642

 717,869

18,718,497

98.12%

 

 
2

 

 

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

390,337,540

 

20,505,674

 

239,291

 

N/A

(94.95% of votes cast)

 

(4.98% of votes cast)

 

 

 

 

 

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

403,800,710

 

6,888,594

 

393,201

 

N/A

(98.23% of votes cast)

 

(1.68% 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 2023 proxy statement by the votes set forth below.

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

374,237,043

 

17,505,109

 

621,856

 

18,718,497

(95.38% of votes cast)

 

(4.46% of votes cast)

 

 

 

 

 

Proposal 4

 

Shareholders approved the proposal to amend Linde’s Irish Memorandum and Articles of Association to reduce certain supermajority shareholder vote requirements.

 

Shares Voted For

 

Shares Voted Against

 

Shares Abstained

 

Broker Non-Votes

390,900,058

 

1,123,465

 

340,485

 

18,718,497

(99.63% of votes cast)

 

(0.29% of votes cast)

 

 

 

 

 

 
3

 

  

ITEM 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibit is furnished herewith pursuant to Item 3.03 hereof:

 

Exhibit No.

 

Description

 

 

 

3.1

 

Amended and Restated Memorandum and Articles of Association of Linde plc dated July 24, 2023

 

 

 

104

 

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

 

 
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.

 

 

LINDE PLC

    
By:/s/ Guillermo Bichara

 

Name:

Guillermo Bichara

 
 Title:

Chief Legal Officer

 
    

Date: July 28, 2023

 

 

 

 

 
5

 

 

 

nullv3.23.2
Cover
Jul. 24, 2023
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. 24, 2023
Entity Incorporation State Country Code L2
Entity Tax Identification Number 98-1448883
Entity File Number 001-38730
Entity Address Address Line 1 Forge
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Ordinary shares (€0.001 nominal value per share)
Trading Symbol LIN
Security Exchange Name NYSE
Entity Address City Or Town Woking
Country Region 44
City Area Code 1483
Local Phone Number 242200
Entity Address Address Line 2 43 Church Street West
Entity Address Postal Zip Code GU21 6HT
Entity Address Country GB
Entity Address State Or Province CT
Other Address (Member)  
Document Information Line Items  
Entity Address Address Line 1 10 Riverview Dr.
Entity Address City Or Town Danbury
Entity Address Postal Zip Code 06810
Entity Address Country US
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