Form8-K



 
 
 
 
 


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 25, 2015


HILLENBRAND, INC.
(Exact Name of Registrant as Specified in Charter)

Indiana
 
1-33794
 
26-1342272
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

One Batesville Boulevard
Batesville, Indiana
 

47006
(Address of Principal Executive Office)
 
(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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 25, 2015, the Board of Directors (the “Board”) of Hillenbrand, Inc. (the “Company”) adopted an amendment to the Company’s By-Laws (as so amended, the “Amended By-Laws”) to (i) reflect shareholder approval, as further described below, of an amendment to the Company’s Restated and Amended Articles of Incorporation (the “Amended Articles”) to provide for a majority voting standard for the election of directors in uncontested elections; and (ii) conform the instances in which the Board may fill a vacancy on the Board to those instances provided for in the Amended Articles.  The amendment affects Article 3, Section 3.09 and Article 4, Section 4.03 of the Company’s By-Laws. The Amended By-Laws became effective immediately upon their adoption.

The foregoing description of the Amended By-Laws does not purport to be complete and is qualified in its entirety by reference to the Amended By-Laws, which are attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on February 25, 2015. Matters voted upon at the meeting were as follows:

(1)    the election of four 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 approval of an amendment to the Company’s Restated and Amended Articles of Incorporation to establish Indiana as the exclusive forum for adjudication of certain disputes;

(4)
the approval of an amendment to the Company’s Restated and Amended Articles of Incorporation to establish a majority voting standard for shareholder elections of directors; and

(5)
the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2015.

1




The final results of the votes taken at the meeting were as follows:

Proposal 1: Election of four members to the Company’s Board of Directors for terms
expiring in 2018:

Director’s Name
Votes For
Votes Withheld
Broker Non-Votes
Percentage of
Votes Cast In Favor
Edward B. Cloues II
Helen W. Cornell
Eduardo R. Menascé
49,756,895
49,968,857
49,539,279
293,256
81,294
510,872
4,938,968
4,938,968
4,938,968
99.41%
99.84%
98.98%
Stuart A. Taylor II
49,415,994
634,157
4,938,968
98.73%
                                        
Proposal 2: Approval, by a non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
Percentage of
Votes Cast In Favor
49,705,445
244,758
99,948
4,938,968
99.31%

Proposal 3: Approval of an amendment to the Company’s Restated and Amended Articles of Incorporation to establish Indiana as the exclusive forum for adjudication of certain disputes:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes                             
Percentage of
Votes Cast In Favor
28,791,545
20,982,238
276,368
4,938,968
57.52%

Proposal 4: Approval of an amendment to the Company’s Restated and Amended Articles of Incorporation to establish a majority voting standard for shareholder elections of directors:

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
Percentage of
Votes Cast In Favor
49,931,222
81,411
37,518
4,938,968
99.76%

Proposal 5: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2015:

Votes For
Votes Against
Votes Abstained
Percentage of
Votes Cast In Favor
 
53,060,617
1,906,099
22,403
96.49%
 


2




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
 
Description
3.1
 
Amended and Restated Code of By-Laws of Hillenbrand, Inc. (as amended through February 25, 2015)
        

3



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.
 
 
 
HILLENBRAND, INC.
 
DATE: February 26, 2015
 
 
 
 
 
 
 
 
BY:
/S/ John R. Zerkle
 
 
 
John R. Zerkle
 
 
 
Senior Vice President,
 
 
 
General Counsel and Secretary
 


4



EXHIBIT INDEX


Exhibit Number
 
Description
3.1
 
Amended and Restated Code of By-Laws of Hillenbrand, Inc. (as amended through February 25, 2015)


5