TEREX CORPORATION Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As described under Item 5.07 of this Current Report, onMay 19, 2022 , at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") ofTerex Corporation (the "Company"), the Company's stockholders approved an amendment to the Terex Corporation Deferred Compensation Plan (the "Deferred Compensation Plan") that extends the date that matching contributions may be made under the plan untilMarch 2, 2032 . The Deferred Compensation Plan allows plan participants to defer up to (i) 20% of his/her salary, (ii) 100% of his/her bonus, and (iii) 100% of his/her director fees. The plan participant's deferrals may be invested in shares of the Company's common stock or in a bond index. The Company makes a contribution of 25% of the plan participant's salary and bonus that is deferred into shares of the Company's common stock. The Company does not make a contribution with respect to any deferrals into the bond index or any deferrals by any directors. A description of the material terms of the plan is set forth in Proposal 3, under the heading "Approval of an Amendment to the Terex Corporation Deferred Compensation Plan" in the Proxy Statement, which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Deferred Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Deferred Compensation Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company's Annual Meeting was held on
(b) At the Annual Meeting, the Company's stockholders (i) electedPaula H. J. Cholmondeley ,Donald DeFosset ,John L. Garrison ,Thomas J. Hansen ,Sandie O'Connor ,Christopher Rossi ,Andra Rush andDavid A. Sachs to the Company's Board of Directors until the Company's next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) approved in an advisory vote the compensation of the Company's named executive officers, (iii) approved an amendment to the Deferred Compensation Plan, and (iv) ratified the appointment ofKPMG LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2022 .
The voting results for each matter submitted to a vote of stockholders at the Company's Annual Meeting were as follows:
For Against Abstain Broker Non-Votes
Proposal 1: Election of Directors:
Paula H. J. Cholmondeley 54,683,221 3,606,400 60,575 4,870,520
Donald DeFosset 54,549,232 3,740,535 60,429 4,870,520
John L. Garrison 54,261,822 3,824,656 263,718 4,870,520
Thomas J. Hansen 54,940,830 3,347,713 61,653 4,870,520
Sandie O'Connor 58,188,690 109,233 52,273 4,870,520
Christopher Rossi 56,092,573 2,197,641 59,982 4,870,520
Andra Rush 58,162,743 128,153 59,300 4,870,520
David A. Sachs 52,209,033 6,089,204 51,959 4,870,520
- 2 ---------------------------------------------------------------------------------
For Against Abstain Broker Non-Votes
Proposal 2: Advisory vote on the 56,225,855 2,037,988 86,353 4,870,520
compensation of the Company's named
executive officers
Proposal 3: Amendment to the Terex 57,329,675 939,187 81,334 4,870,520
Corporation Deferred Compensation
Plan
Proposal 4: Ratification of the 63,003,301 153,518 63,897 0
selection of KPMG LLP as independent
registered public accounting firm
for the Company for 2022
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Tere x Corporation Amended and Restate d Deferred Comp ensation Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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