Team Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
$TISI
Other Consumer Services
Consumer Discretionary
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 18, 2025
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Item 3.03 | Material Modification to Rights of Security Holders. | ||||
Team, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders on June 18, 2025 (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”). The Charter Amendment has been filed with the Secretary of State of the State of Delaware and became effective upon filing on June 18, 2025. The Charter Amendment deleted language previously in Article VII, Section 5 of the Company’s Amended and Restated Certificate of Incorporation that specified when cause is deemed to exist in connection with the removal of directors. Such deleted language stated that “cause for removal shall be deemed to exist only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction or has been adjudged by a court of competent jurisdiction to be liable for gross negligence or misconduct in the performance of such director’s duty to the [Company] and such adjudication is no longer subject to direct appeal.”
The foregoing description of the Charter Amendment is a summary and is qualified in its entirety by the terms of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
The information set forth above under Item 3.03 is incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The Company’s shareholders considered four proposals at the Annual Meeting, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2025. At the Annual Meeting, the nominees for election as directors set forth in Proposal One were each re-elected and Proposals Two through Four were each approved. The matters voted upon at the Annual Meeting and the results of the votes were as follows:
Proposal One: Election of Directors
The Company’s shareholders elected two Class III directors to the Board of Directors of the Company (the “Board”) to each serve for a three-year term expiring at the 2028 Annual Meeting of Shareholders or until their successors are duly elected and qualified.
| Nominee | Votes For | Withheld | Broker Non-Vote | ||||||||
| J. Michael Anderson | 2,211,421 | 57,204 | 923,321 | ||||||||
| Jeffery G. Davis | 2,211,960 | 56,665 | 923,321 | ||||||||
Proposal Two: Advisory Vote on Named Executive Officer Compensation
The Company’s shareholders approved, on an advisory basis, named executive officer compensation for fiscal year 2025.
Votes For | Votes Against | Abstentions | Broker Non-Vote | ||||||||
| 2,253,425 | 14,007 | 1,193 | 923,321 | ||||||||
Proposal Three: Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2025
The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 3,180,197 | 10,434 | 1,315 | 0 | ||||||||
Proposal Four: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation relating to removal of directors for cause
The Company’s shareholders approved the Charter Amendment.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 2,246,502 | 21,462 | 661 | 923,321 | ||||||||
| Exhibit number | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEAM, Inc. | ||||||||
| By: | /s/ James C. Webster | |||||||
| James C. Webster | ||||||||
| Executive Vice President, Chief Legal Officer and Secretary | ||||||||
Dated: June 20, 2025