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): February 27, 2013
HILLENBRAND, INC.
(Exact Name of Registrant as Specified in Charter)
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Indiana |
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1-33794 |
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26-1342272 |
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(State or Other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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One Batesville Boulevard Batesville, Indiana |
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47006 |
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(Address of Principal Executive Office) |
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(Zip Code) |
Registrant’s telephone number, including area code: (812) 934-7500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
Hillenbrand, Inc. (the “Company”) held its annual meeting of shareholders on February 27, 2013. Matters voted upon at the meeting were as follows:
(1) the election of two members to the Company’s Board of Directors;
(2) the approval, by a non-binding advisory vote, of the compensation paid by the Company to its named executive officers;
(3) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013.
The final results of the votes taken at the meeting were as follows:
Proposal 1: Election of Two Members to the Company’s Board of Directors for terms expiring in 2016:
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Director’s Name |
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Votes For |
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Votes Withheld |
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Broker Non- |
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Percentage of |
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Mark C. DeLuzio |
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47,163,336 |
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1,994,658 |
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6,288,206 |
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95.94 |
% |
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F. Joseph Loughrey |
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47,148,614 |
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2,009,380 |
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6,288,206 |
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95.91 |
% |
Proposal 2: Approval, by a Non-Binding Advisory Vote, of the Compensation Paid by the Company to its Named Executive Officers:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non- |
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Percentage of |
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38,524,288 |
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9,535,297 |
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1,098,409 |
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6,288,206 |
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80.16 |
% |
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2013:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non- |
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Percentage of |
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53,894,661 |
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802,720 |
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748,819 |
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0 |
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98.53 |
% |
Item 8.01 Other Events.
As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2012, F. Joseph Loughrey became the second Chairman of the Company’s Board of Directors, upon the retirement of former Chairman Ray J. Hillenbrand at the close of the Company’s annual meeting of shareholders held February 27, 2013. As also previously reported, director James A. Henderson also retired from the Board. Neither Mr. Hillenbrand nor Mr. Henderson has expressed any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
The Company’s press release announcing these changes to the Board is attached as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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Press Release dated February 27, 2013 issued by the Company. |
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.
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HILLENBRAND, INC. |
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DATE: February 27, 2013 |
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BY: |
/S/ Cynthia L. Lucchese | ||
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Cynthia L. Lucchese | |||
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Senior Vice President and |
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Chief Financial Officer |
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DATE: February 27, 2013 |
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BY: |
/S/ John R. Zerkle | ||
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John R. Zerkle | |||
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Senior Vice President, |
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General Counsel and Secretary |
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