Colfax CORP false 0001420800 0001420800 2021-05-12 2021-05-12 0001420800 us-gaap:CommonStockMember 2021-05-12 2021-05-12 0001420800 us-gaap:CapitalUnitsMember 2021-05-12 2021-05-12












Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2021



Colfax Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-34045   54-1887631

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

420 National Business Parkway, 5th Floor

Annapolis Junction, MD 20701

(Address of principal executive offices) (Zip Code)

(301) 323-9000

(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 (see General Instruction A.2. below):


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





Name of each exchange

on which registered

Common Stock, par value $0.001 per share   CFX   New York Stock Exchange

5.75% Tangible Equity Units



  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 checkmark 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 May 12, 2021, Colfax Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), at which three proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 1, 2021. The final results for each proposal are set forth below:

Proposal 1- Election of Directors:

The Company’s stockholders elected eleven directors to the Company’s Board of Directors (to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified). The votes regarding this proposal were as follows:










Broker Non-Votes

Mitchell P. Rales   120,005,156   4,118,221   145,387   2,729,889
Matthew L. Trerotola   123,725,831   516,374   26,559   2,729,889
Patrick W. Allender   115,471,215   8,605,246   192,303   2,729,889
Thomas S. Gayner   68,902,827   55,335,459   30,478   2,729,889
Rhonda L. Jordan   121,946,030   2,291,988   30,746   2,729,889
Liam J. Kelly   123,564,268   668,035   36,461   2,729,889
Philip A. Okala   123,914,565   315,819   38,380   2,729,889
A. Clayton Perfall   123,671,952   564,516   32,296   2,729,889
Didier Teirlinck   123,719,364   519,722   29,678   2,729,889
Rajiv Vinnakota   121,762,628   2,464,871   41,265   2,729,889
Sharon Wienbar   123,254,059   983,910   30,795   2,729,889

Proposal 2- Ratification of appointment of independent registered accounting firm:

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The votes regarding this proposal were as follows:







126,785,645   173,411   39,597

Proposal 3- Advisory vote on the executive compensation of the named executive officers:

The Company’s stockholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:








Broker Non-Votes

122,071,786   2,149,104   47,874   2,729,889


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.

Date: May 14, 2021




/s/ Bradley J. Tandy

Name:   Bradley J. Tandy
Title:   Senior Vice President, General Counsel and Corporate Secretary