gtes-20230608

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): June 8, 2023

Gates Industrial Corporation plc

(Exact Name of Registrant as Specified in its Charter)

England and Wales

001-38366

98-1395184

(State or Other Jurisdiction of

(Commission File Number)

(IRS Employer

Incorporation)

Identification No.)

1144 Fifteenth Street, Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

(303) 744-1911

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, $0.01 par value per share	GTES	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.

On June 8, 2023, Gates Industrial Corporation plc (the “Company”) held its 2023 annual general meeting of shareholders (the “AGM”). At the AGM, the Company’s shareholders voted on and approved each of the resolutions presented in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2023. The final number of votes cast for and against, and the final number of abstention votes and broker non-votes, with respect to each matter voted upon by the shareholders were as follows:

Resolution 1: To elect nine director nominees:


Nominee	For	Against	Abstain	Broker Non-Vote
Fredrick Eliasson	275,014,890	1,052,568	8,628	1,205,102
James W. Ireland, III	274,319,260	1,748,196	8,630	1,205,102
Ivo Jurek	274,901,064	1,167,450	7,572	1,205,102
Stephanie K. Mains	274,883,299	1,184,520	8,267	1,205,102
Seth A. Meisel	275,082,190	985,497	8,399	1,205,102
Wilson S. Neely	269,179,460	6,887,996	8,630	1,205,102
Neil P. Simpkins	237,365,765	38,695,803	14,518	1,205,102
Alicia Tillman	274,403,104	1,664,714	8,268	1,205,102
Molly P. Zhang	274,880,361	1,187,326	8,399	1,205,102

Resolution 2: To approve, on an advisory basis, named executive officer compensation:


For	Against	Abstain	Broker Non-Vote
195,620,245	75,598,869	4,856,972	1,205,102

Resolution 3: To approve, on an advisory basis, the Company’s directors’ remuneration report in accordance with the requirements of the United Kingdom (the “U.K.”) Companies Act 2006 (the “Companies Act”):


For	Against	Abstain	Broker Non-Vote
200,754,693	75,285,586	35,807	1,205,102

Resolution 4: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2023:


For	Against	Abstain	Broker Non-Vote
277,057,319	219,275	4,594	0

Resolution 5: To re-appoint Deloitte LLP as the Company’s U.K. statutory auditor under the Companies Act (to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company’s shareholders):


For	Against	Abstain	Broker Non-Vote
277,057,396	219,120	4,672	0

Resolution 6: To authorize the Audit Committee of the board of directors of the Company to determine the remuneration of Deloitte LLP in its capacity as the Company’s U.K. statutory auditor:


For	Against	Abstain	Broker Non-Vote
277,096,948	178,721	5,519	0

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.

GATES INDUSTRIAL CORPORATION PLC

By:

/s/ Cristin C. Bracken

Name:

Cristin C. Bracken

Title:

Chief Legal Officer

Date: June 12, 2023