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): July 25, 2019
THERMON GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
001-35159
(Commission
File Number)
27-2228185
(I.R.S. Employer
Identification Number)
7171 Southwest Parkway
Building 300, Suite 200
Austin TX
(Address of principal executive offices)
78735
(Zip code)
Registrant’s telephone number, including area code: (512) 690-0600
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
 
Common Stock, $0.001 par value per share
 
THR
 
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.

The final voting results on each of the matters submitted to a vote of shareholders during the 2019 annual meeting of stockholders (the “Meeting”) of Thermon Group Holdings, Inc. (the “Company”) held on July 25, 2019 are shown below. At the close of business on June 3, 2019, the record date for the determination of stockholders entitled to notice of and to vote at the Meeting, there were outstanding and entitled to vote 32,636,248 shares of common stock of the Company ("Shares"), each Share being entitled to one vote. 
 
The holders of a total of 31,385,868 Shares, representing 96.17% of the total Shares issued and outstanding and entitled to vote, were present in person or by proxy at the Meeting, constituting a quorum. 
 
Proposal 1a - To re-elect Linda A. Dalgetty as director of the Company for a term to expire at the annual meeting of stockholders: 
  
Votes For 
Votes Withheld 
Broker Non-Votes 
29,676,156 
387,630 
1,322,082 
  
Proposal 1b - To re-elect Marcus J. George as director of the Company for a term to expire at the annual meeting of stockholders: 
  
Votes For 
Votes Withheld 
Broker Non-Votes 
29,825,915 
237,871 
1,322,082 
  
Proposal 1c - To re-elect Kevin J. McGinty as director of the Company for a term to expire at the annual meeting of stockholders: 
  
Votes For 
Votes Withheld 
Broker Non-Votes 
29,825,215 
238,571 
1,322,082 
  
Proposal 1d - To re-elect John T. Nesser III as director of the Company for a term to expire at the annual meeting of stockholders: 
  
Votes For 
Votes Withheld 
Broker Non-Votes 
29,521,316 
542,470 
1,322,082 
  
Proposal 1e - To re-elect Michael W. Press as director of the Company for a term to expire at the annual meeting of stockholders: 
  
Votes For 
Votes Withheld 
Broker Non-Votes 
29,034,313 
1,029,473 
1,322,082 
 
Proposal 1f - To re-elect Charles A. Sorrentino as director of the Company for a term to expire at the annual meeting of stockholders: 
  
Votes For 
Votes Withheld 
Broker Non-Votes 
29,631,144 
432,642 
1,322,082 
  
Proposal 1g - To re-elect Bruce A. Thames as director of the Company for a term to expire at the annual meeting of stockholders: 
  
Votes For 
Votes Withheld 
Broker Non-Votes 
29,967,583 
96,203 
1,322,082 
  





Proposal 2 - To ratify the appointment of KPMG LLP by the audit committee of the board of directors of the Company as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2020: 
  
Votes For 
Votes Against 
Votes Abstaining 
31,385,866 
  
Proposal 3 - To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as reported in the Company's proxy statement for the Meeting: 
  
Votes For 
Votes Against 
Votes Abstaining 
Broker Non-Votes 
29,013,675 
1,049,909 
202 
1,322,082 
 







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.

 
 
THERMON GROUP HOLDINGS, INC.
 
 
 
 
Date: July 26, 2019
 
By:
/s/ Ryan Tarkington
 
 
Name:
Ryan Tarkington
 
 
Title:
General Counsel & Corporate Secretary