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Other preliminary proxy statements

SECURITIES AND EXCHANGE COMMISSION

Proxy Statement Pursuant to Section 14(a) of the

Filed by the Registrant x Filed by a Party other than the Registrant ¨

SENSATA TECHNOLOGIES HOLDING N.V.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

You are cordially invited to attend the 2016 Annual General Meeting of Shareholders of Sensata Technologies Holding N.V. (the “Company”), to be held on May 19, 2016 , beginning at 6:00 p.m., Central European Time, at the offices of Loyens & Loeff N.V., located at Fred. Roeskestraat 100, 1076 ED Amsterdam, the Netherlands.

Information about the meeting and the various matters on which the shareholders will vote is included in the Notice of Meeting and Proxy Statement which follows. Also included is a proxy card and postage-paid return envelope. Please sign, date, and mail the enclosed proxy card in the return envelope provided, as promptly as possible, whether or not you plan to attend the meeting. A copy of the Company’s 2015 Annual Report is also enclosed for your review.

Sincerely,
Paul Edgerley
Chairman of the Board

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2016 Annual General Meeting of Shareholders (the “General Meeting”) of Sensata Technologies Holding N.V. (the “Company,” "we," "our," or "us") will be held on May 19, 2016 , beginning at 6:00 p.m. Central European Time, at the offices of Loyens & Loeff N.V., located at Fred. Roeskestraat 100, 1076 ED Amsterdam, the Netherlands, for the following purposes:

5. To extend to the Board of Directors for a period of 18 months from the date of the General Meeting the authority to repurchase up to 10% of the outstanding ordinary shares, as determined on the record date, in the capital of the Company, on the open market, through privately negotiated transactions or in one or more self tender offers, at prices per share not less than the nominal value of a share and not higher than 110% of the market price at the time of the transaction;

The Board of Directors recommends a FOR vote for each of the director nominees with respect to proposal (1), and a FOR vote for each of proposals (2), (3b), (4), (5), (6), (7), and (8) above.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on May 19, 2016 : The 2016 Proxy Statement and our 2015 Annual Report are available at www.sensata.com .

Copies of the agenda for the General Meeting and related documents may be obtained free of charge at our offices in Almelo, the Netherlands and Attleboro, Massachusetts by shareholders and other persons entitled to attend the General Meeting and their representatives as of the date hereof until the close of the General Meeting. Copies of these documents are also available on our website ( www.sensata.com ) or by contacting us at Sensata Technologies Holding N.V., c/o Sensata Technologies, Inc., Attention: Investor Relations, 529 Pleasant Street, Attleboro, Massachusetts 02703, or investors@sensata.com .

The Board of Directors has determined that all holders of ordinary shares of the Company as of the close of business on April 21, 2016 according to American Stock Transfer & Trust Company or our shareholders’ register in the Netherlands, or such shareholders’ proxies, are entitled to receive notice of, and to attend, address, and vote at, the General Meeting and any adjournments thereof.

In accordance with our Articles of Association, if you wish to attend the General Meeting you must notify the Board of Directors of your intention no later than May 18, 2016 , by submitting your name and number of shares beneficially owned to: Sensata Technologies Holding N.V., c/o Sensata Technologies, Inc., Attention: Investor Relations, 529 Pleasant Street, Attleboro, Massachusetts 02703, or to investors@sensata.com . All of the ordinary shares of the Company traded on the New York Stock Exchange are held by Cede & Co. as nominee shareholder for the Depository Trust Company (the "DTC"). If you own ordinary shares through a broker, the holder of those shares in the book entry system of the DTC is Cede & Co. as the broker's nominee. Such shares are often referred to as held in “street name,” and you, as the beneficial owner of those shares, do not appear in the book entry system of the DTC. If you own your ordinary shares through a broker and you wish to attend the General Meeting, you must provide us with appropriate evidence of ownership of and authority to vote the shares no later than May 18, 2016 . Access to the General Meeting is permitted only after verification of personal identification.

If you do not plan to attend the General Meeting, please complete, date and sign the enclosed proxy and return it promptly in the enclosed envelope, which needs no postage if mailed in the United States. If you later desire to revoke your proxy, you may do so at any time before it is exercised.

By Order of the Board of Directors,
Paul Edgerley
Chairman of the Board
Page
PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS 1
PROPOSAL 1—ELECTION OF DIRECTORS 4
PROPOSAL 2—RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITOR 8
PROPOSAL 3a AND 3b—DISCUSSION OF THE IMPLEMENTATION OF THE REMUNERATION POLICY IN 2015, AND ADOPTION OF THE DUTCH STATUTORY ANNUAL ACCOUNTS FOR 2015 9
PROPOSAL 4—DISCHARGE OF MEMBERS OF THE BOARD OF DIRECTORS FROM CERTAIN LIABILITIES FOR FISCAL YEAR 2015 10
PROPOSAL 5—EXTENSION TO THE BOARD OF DIRECTORS THE AUTHORITY TO REPURCHASE UP TO 10% OF THE OUTSTANDING ORDINARY SHARES IN THE CAPITAL OF THE COMPANY FOR 18 MONTHS 11
PROPOSAL 6—TO AMEND THE COMPANY'S ARTICLES OF ASSOCIATION TO INCLUDE A DERIVATIVE DISCLOSURE REQUIREMENT 12
PROPOSAL 7—ADVISORY PROPOSAL ON THE 2015 COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT UNDER "EXECUTIVE COMPENSATION" 14
PROPOSAL 8—AMEND THE DIRECTOR REMUNERATION POLICY AND IMPLEMENT A DIRECTOR STOCK OWNERSHIP REQUIREMENT 15
CORPORATE GOVERNANCE STANDARDS AND BOARD OF DIRECTORS 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 22
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 24
EXECUTIVE COMPENSATION 25
EXECUTIVE OFFICERS 49
PROPOSALS FOR THE 2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS 50
SOLICITATION OF PROXIES 51
GENERAL 51
OTHER MATTERS 51

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