FORM 8-K


 
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): May 22, 2012
 
__________________________________________ 
SENSATA TECHNOLOGIES HOLDING N.V.
(Exact name of Registrant as specified in its charter)
 
 __________________________________________
The Netherlands
 
001-34652
 
98-0641254
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
Kolthofsingel 8, 7602 EM Almelo
The Netherlands
(Address of Principal executive offices, including Zip Code)
31-546-879-555
(Registrant's telephone number, including area code)
 
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual General Meeting of Shareholders of Sensata Technologies Holding N.V. (the “Company”) was held on May 22, 2012. Set forth below are the matters the stockholders voted on and the final voting results. The proposals below are described in detail in the Proxy Statement.
1. Election of Directors: 
Nominee
 
Votes For
 
Votes Against*
 
Abstentions
 
Broker
Non-Votes
Thomas Wroe, Jr.
 
127,332,872
 
31,581,765
 
6,751
 
1,524,242
Martha Sullivan
 
133,195,908
 
25,718,417
 
7,063
 
1,524,242
Lewis B. Campbell
 
148,263,027
 
10,651,426
 
6,935
 
1,524,242
Paul Edgerley
 
133,047,517
 
25,867,186
 
6,685
 
1,524,242
Michael J. Jacobson
 
148,253,806
 
10,660,247
 
7,335
 
1,524,242
John Lewis
 
147,995,758
 
10,918,775
 
6,855
 
1,524,242
Charles W. Peffer
 
148,262,066
 
10,652,637
 
6,685
 
1,524,242
Kirk P. Pond
 
148,262,767
 
10,651,736
 
6,885
 
1,524,242
Michael Ward
 
133,110,587
 
25,803,466
 
7,335
 
1,524,242
Stephen Zide
 
133,036,495
 
25,878,208
 
6,685
 
1,524,242
* Indicates a vote for Marc Roskam
Other than Martha Sullivan, each of the nominees was elected for a term of one year. Martha Sullivan will become a director on January 1, 2013 and will serve until the 2013 Annual General Meeting of Shareholders.
2. To ratify Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2012: 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
160,352,666
 
76,440
 
16,524
 
0
3. To adopt the Company’s Dutch statutory annual accounts for the year ended December 31, 2011:
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
160,402,716
 
9,412
 
28,334
 
5,168
4. To discharge members of the Company’s Board of Directors from certain liabilities for fiscal year 2011: 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
160,335,913
 
91,396
 
13,153
 
5,168
5. To approve the amendment to the remuneration policy of the Company's Board of Directors: 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
160,204,646
 
227,460
 
8,356
 
5,168
6. To extend the authority of the Company’s Board of Directors for a period of 18 months to repurchase as many shares in the capital of the Company as is permitted: 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
140,909,238
 
17,933,385
 
78,765
 
1,524,242
7. To extend the authority of the Company’s Board of Directors to issue ordinary shares and/or preferred shares and/or grant rights to acquire the Company’s shares (including options to subscribe for shares):
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
119,630,036
 
39,284,173
 
7,179
 
1,524,242
8. To amend the Company’s articles of association and to authorize the Chairman of the Board of Directors and each employee of Loyens and Loeff N.V. to execute the deed of amendment: 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
158,912,793
 
4,799
 
3,796
 
1,524,242





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 N.V.
 
 
 
 
 
 
 
/s/ Robert Hureau
Date: May 23, 2012
 
 
 
Name: Robert Hureau
 
 
 
 
Title: Chief Financial Officer