Form 8-K - Current report

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): May 22, 2024

TEAM, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-08604

74-1765729

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (281) 331-6154

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 CF 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, $0.30 par value	TISI	New York Stock Exchange
Preferred Stock Purchase Rights	N/A	New York Stock Exchange

Indicate by check mark whether 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.

Team, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders on May 22, 2024 (the “Annual Meeting”) where the Company’s shareholders considered four proposals, 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 10, 2024. 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 three Class II directors to the Board of Directors of the Company (the “Board”) to each serve for a three-year term expiring at the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified.


Nominee	Votes For	Withheld	Broker Non-Vote
Michael J. Caliel	2,183,548	88,017	541,950
Pamela J. McGinnis	2,186,743	84,822	541,950
Edward J. Stenger	2,159,454	112,111	541,950

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 2024.


Votes For	Votes Against	Abstentions	Broker Non-Vote
2,117,810	102,550	51,205	541,950

Proposal Three: Approval of the second amendment and restatement of the Team, Inc. 2018 Equity Incentive Plan

The Company’s shareholders approved the second amendment and restatement of the Team, Inc. 2018 Equity Incentive Plan.


Votes For	Votes Against	Abstentions	Broker Non-Vote
2,115,657	105,633	50,275	541,950

Proposal Four: Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2024

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, 2024.


Votes For	Votes Against	Abstentions
2,718,357	7,259	87,895



Exhibit number						Description

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/ André C. Bouchard
						André C. Bouchard
						Executive Vice President, Administration, Chief Legal Officer and Secretary

Dated: May 24, 2024

Document and Entity Information	May 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 22, 2024
Entity Registrant Name	TEAM, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-08604
Entity Tax Identification Number	74-1765729
Entity Address, Address Line One	13131 Dairy Ashford
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Sugar Land
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77478
City Area Code	281
Local Phone Number	331-6154
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.30 par value
Trading Symbol	TISI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000318833