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
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Date of Report (Date of earliest event reported): May 14, 2025 |
BENCHMARK ELECTRONICS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Texas |
001-10560 |
74-2211011 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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56 South Rockford Drive |
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Tempe, Arizona |
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85288 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (623) 300-7000 |
(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:
☐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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, par value $0.10 per share |
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BHE |
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The 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.
The Annual Meeting was held on May 14, 2025. All proposals were approved. The voting results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are set forth below.
1) The nominees for election to the Board of Directors are elected to serve and will hold office until the Company's 2026 Annual Meeting of Shareholders and until their respective successors are elected and qualified based on the following votes:
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Name |
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For |
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Against |
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Abstain |
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Non-Vote |
David W. Scheible |
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31,682,236 |
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833,160 |
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26,863 |
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830,196 |
Douglas M. Britt |
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32,506,193 |
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9,191 |
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26,875 |
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830,196 |
Glynis A. Bryan |
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31,956,003 |
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522,416 |
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63,840 |
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830,196 |
Anne De Greef-Safft |
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32,265,524 |
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235,516 |
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41,219 |
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830,196 |
Robert K. Gifford |
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32,187,050 |
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328,381 |
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26,828 |
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830,196 |
Kenneth T. Lamneck |
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30,638,810 |
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1,876,619 |
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26,830 |
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830,196 |
Lynn A. Wentworth |
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32,469,489 |
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31,603 |
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41,167 |
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830,196 |
Jeffrey W. Benck |
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32,369,571 |
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145,861 |
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26,827 |
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830,196 |
2) On an advisory basis, the compensation of the Company's named executive officers is approved based on the following votes:
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For |
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Against |
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Abstain |
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Non-Vote |
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30,628,161 |
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1,886,148 |
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27,950 |
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830,196 |
3) The proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2025 is approved based on the following votes:
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For |
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Against |
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Abstain |
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Non-Vote |
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32,707,420 |
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657,706 |
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7,329 |
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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 thereunto duly authorized.
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BENCHMARK ELECTRONICS, INC. |
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Date: |
May 14, 2025 |
By: |
/s/ Stephen J. Beaver |
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Stephen J. Beaver, Esq.
Senior Vice President, General Counsel and Chief Legal Officer |