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Sensata Technologies Holding plc Proxy Solicitation & Information Statement 2021

Apr 15, 2021

31076_rns_2021-04-15_cbe3d05e-067c-46a0-b2cc-69f4bd97480e.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 noticeregardingavailabilit.htm DEFA14A html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2021 Workiva Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

SENSATA TECHNOLOGIES HOLDING PLC

(Name of Registrant as Specified in its Charter)

Not Applicable

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

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

  1. Title of each class of securities to which transaction applies:

  2. Aggregate number of securities to which transaction applies:

  3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

  4. Proposed maximum aggregate value of transaction:

  5. Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

  1. Amount Previously Paid:

  2. Form, Schedule or Registration Statement No.:

  3. Filing Party:

  4. Date Filed:

Your Vote Counts!
SENSATA TECHNOLOGIES HOLDING PLC
2021 Annual General Meeting
Vote by May 26, 2021 11:59 PM ET. For shares held in a
Plan, vote by May 25, 2021 11:50 PM ET.
SENSATA TECHNOLOGIES HOLDING PLC 529 PLEASANT ST. ATTLEBORO, MA 02703
D36958-P50194

You invested in SENSATA TECHNOLOGIES HOLDING PLC and it's time to vote!

You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 27, 2021.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a paper copy of voting material(s) by requesting prior to May 13, 2021. If you would like to request a copy of the voting material(s), you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line.

Control #
Smartphone users Point your camera here and vote without entering a control number Vote in Person at the Meeting* May 27, 2021 10:00 a.m. Eastern Time
The Company's United States Headquarters 529 Pleasant Street Attleboro, MA 02703
*Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote at www.ProxyVote.com
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends
1. Election of Directors
Nominees:
1a. Andrew C. Teich For
1b. Jeffrey J. Cote For
1c. John P. Absmeier For
1d. Daniel L. Black For
1e. Lorraine A. Bolsinger For
1f. James E. Heppelmann For
1g. Charles W. Peffer For
1h. Constance E. Skidmore For
1i. Steven A. Sonnenberg For
1j. Martha N. Sullivan For
1k. Stephen M. Zide For
2. Advisory resolution to approve executive compensation For
3. Ordinary resolution to approve the Company's 2021 Equity Incentive Plan For
4. Ordinary resolution to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm For
5. Advisory resolution on Director Compensation Report For
6. Ordinary resolution to reappoint Ernest & Young LLP as the Company's U.K. statutory auditor For
7. Ordinary resolution to authorize the Audit Committee, for and on behalf of the Board, to determine the Company's U.K. statutory auditor's reimbursement For
8. Ordinary resolution to receive the Company's 2020 Annual Reports and Accounts For
9. Ordinary resolution to authorize the Board of Directors to issue equity securities For
10. Special resolution to authorize the Board of Directors to issue equity securities without pre-emptive rights For
11. Ordinary resolution to authorize the Board of Directors to issue equity securities under our equity incentive plans For
12. Special resolution to authorize the Board of Directors to issue equity securities under our equity incentive plans without pre-emptive rights For
NOTE : To transact such other business as may properly come before the Annual General Meeting or any adjournments or postponements thereof.
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click "Sign up for E-delivery".
D36969-P50194