SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

 

AMENDMENT NO. 1 TO

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 1, 2011

 

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

 

Wisconsin

 

1-31371

 

39-0520270

(State or other
jurisdiction of
incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

P.O. Box 2566, Oshkosh, Wisconsin 54903

(Address of principal executive offices, including zip code)

 

(920) 235-9151

(Registrant’s telephone number)

 

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))

 

 

 



 

The undersigned registrant hereby amends Item 5.07 of the registrant’s Current Report on Form 8-K, dated February 1, 2011, to read in its entirety as set forth below for the purpose of disclosing the decision of Oshkosh Corporation regarding the frequency of shareholder votes on the compensation of executives in light of the advisory vote on this subject at its 2011 Annual Meeting of Shareholders.

 

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

 

Oshkosh Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”) on February 1, 2011.

 

At the Annual Meeting, shareholders elected the following directors for terms expiring in 2012 by the votes indicated:

 

Nominee

 

Shares Voted For

 

Shares Withheld

 

Abstentions

 

Broker Non-
Votes

 

Richard M. Donnelly

 

64,831,092

 

3,097,271

 

42,139

 

10,413,247

 

Michael W. Grebe

 

64,426,155

 

3,500,122

 

44,225

 

10,413,247

 

John J. Hamre

 

64,852,527

 

3,075,868

 

42,107

 

10,413,247

 

Kathleen J. Hempel

 

64,430,233

 

3,496,227

 

44,042

 

10,413,247

 

Leslie F. Kenne

 

67,022,111

 

904,048

 

44,343

 

10,413,247

 

Harvey N. Medvin

 

66,994,375

 

932,123

 

44,004

 

10,413,247

 

J. Peter Mosling, Jr.

 

66,593,390

 

1,339,118

 

37,994

 

10,413,247

 

Craig P. Omtvedt

 

67,002,857

 

924,779

 

42,866

 

10,413,247

 

Richard G. Sim

 

66,602,446

 

1,324,555

 

43,501

 

10,413,247

 

Charles L. Szews

 

66,740,583

 

1,186,945

 

42,974

 

10,413,247

 

William S. Wallace

 

67,045,821

 

880,924

 

43,757

 

10,413,247

 

 

At the Annual Meeting, shareholders ratified the appointment of Deloitte & Touch LLP as the Company’s independent auditors for the fiscal year ending September 30, 2011 by the votes indicated:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

 

 

77,945,206

 

368,256

 

70,286

 

 

 

 

At the Annual Meeting, shareholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement for the Annual Meeting by the votes indicated:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

Broker Non-Votes

 

64,401,506

 

3,441,317

 

127,679

 

10,413,247

 

 

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At the Annual Meeting, the Company’s shareholders voted to approve, on a nonbinding, advisory basis, holding a nonbinding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for future annual meetings in accordance with the executive compensation disclosure rules of the Securities and Exchange Commission on an annual basis by the votes indicated:

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Broker Non-Votes

 

60,127,751

 

573,768

 

7,076,854

 

192,129

 

10,413,247

 

 

In light of the results of this vote and other factors, the Board of Directors of the Company, at its May 17, 2011 meeting, approved including a non-binding shareholder advisory vote on the compensation of the Company’s named executive officers in the Company’s proxy materials on an annual basis until the next time the Company must include in its proxy materials a non-binding shareholder advisory vote on how frequently shareholders will vote, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers, which would be at the Company’s 2017 annual meeting of shareholders.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

OSHKOSH CORPORATION

 

 

 

 

 

 

Date: May 20, 2011

By:

/s/ Bryan J. Blankfield

 

 

Bryan J. Blankfield

 

 

Executive Vice President, General Counsel and Secretary

 

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