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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 25, 2023

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

_____________________

Delaware

001-12561

36-3601505

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 North Brentwood Boulevard, 15th Floor

St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this 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, $0.01 par value

BDC

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.

On May 25, 2023, Belden Inc. (the “Company”) held its regular Annual Meeting of Stockholders. The stockholders considered four proposals. The results of the voting were as follows:

Proposal 1: Election of Ten Directors for a One-Year Term.


	Shares Voted For	Shares Voted Against	Abstained	Broker Non-Votes

David Aldrich	38,219,388	1,584,132	15,328	820,476
Lance C. Balk	38,311,871	1,491,683	15,294	820,476
Steven W. Berglund	39,209,712	594,286	14,850	820,476
Diane D. Brink	39,417,601	386,562	14,685	820,476
Judy L. Brown	39,017,885	781,675	19,288	820,476
Nancy Calderon	39,301,407	502,607	14,834	820,476
Ashish Chand	39,389,563	413,212	16,073	820,476
Jonathan C. Klein	39,550,904	252,114	15,830	820,476
YY Lee	39,645,035	156,458	17,355	820,476
Gregory J. McCray	39,508,873	294,448	15,527	820,476

Proposal 2: Ratification of Ernst & Young as Independent Registered Public Accountant.


For	Against	Abstain
39,236,080	1,387,487	15,757

Proposal 3: Advisory Vote on Executive Compensation.


For	Against	Abstain	Broker Non-Votes
39,246,558	550,984	21,306	820,476

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.


One Year	Two Years	Three Years	Abstain	Broker Non-Votes
38,164,035	5,114	1,632,045	17,654	820,476

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.

BELDEN INC.

Date: May 30, 2023

By:

/s/ Brian E. Anderson

Brian E. Anderson

Senior Vice President-Legal, General

Counsel and Corporate Secretary