UNITED STATES
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):  January 27, 2012

 

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, including area code)

 


 

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 5.02 and Item 5.07 of the registrant’s Current Report on Form 8-K, dated January 27, 2012, to read in its entirety as set forth below for the purpose of disclosing the final tabulation of voting results for each of the matters submitted to a vote at its 2012 Annual Meeting of Shareholders.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 15, 2011, the Board of Directors (the “Board”) of Oshkosh Corporation (the “Company”) approved an amendment and restatement of the Oshkosh Corporation 2009 Incentive Stock and Awards Plan (the “Restatement”), subject to approval of the Company’s shareholders at the Company’s 2012 Annual Meeting of Shareholders (the “Annual Meeting”).  On January 18, 2012, the Human Resources Committee of the Board approved an amendment to the Restatement (the “Amendment” and, together with the “Restatement,” the “Plan”).  The shareholders of the Company approved the Plan at the Annual Meeting on January 27, 2012.

 

Among other things, the Restatement (i) increased the number of shares of the Company’s common stock authorized for issuance under the Plan by 6,000,000, (ii) made all awards granted in the future under the Plan expressly subject to any recoupment policy that the Company has adopted and (iii) improved administrative flexibility.  The Amendment clarified that repricing of stock options or stock appreciation rights may not be accomplished through the surrender of such stock options or stock appreciation rights as consideration for the grant of other awards under the Plan.  The Plan provides that, as of January 27, 2012, an aggregate of 6,000,000 shares of the Company’s common stock, plus the number of shares of the Company’s common stock issuable under awards outstanding under the Plan as of such date, plus the number of shares available for issuance under the Plan that have not been made subject to an outstanding award as of such date, are reserved for issuance under the Plan. The Plan authorizes the grant to the Company’s officers, directors, eligible employees and consultants of stock options, stock appreciation rights, performance shares, performance units, shares of common stock, restricted stock, restricted stock units and annual or long-term incentive awards.

 

The Company cannot currently determine the benefits, if any, to be paid under the Plan in the future to the officers of the Company, including the Company’s named executive officers.

 

The Restatement is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on December 12, 2011, and the full text of the Restatement appears as Attachment A to that definitive proxy statement. The Amendment is described in detail in the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2012.  The description of the Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On February 2, 2012, the independent inspector of elections for the Annual Meeting held on January 27, 2012 delivered its final tabulation of voting results for each of the matters submitted to a vote at the Annual Meeting, certifying the voting results set forth below.  Because of the contested nature of the Annual Meeting, there were no broker non-votes on any matter submitted to a vote at the Annual Meeting.

 

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The Company’s shareholders elected the following nominees as directors for terms expiring at the Company’s 2013 Annual Meeting of Shareholders:  Richard M. Donnelly, Michael W. Grebe, Peter B. Hamilton, Kathleen J. Hempel, Leslie F. Kenne, Harvey N. Medvin, J. Peter Mosling, Jr., Craig P. Omtvedt, Duncan J. Palmer, John S. Shiely, Richard G. Sim, Charles L. Szews and William S. Wallace.  These nominees represented the Board’s entire slate of nominees.  The complete final tabulation of voting results for the election of directors is set forth below.

 

Board of Directors Nominees:

 

Nominee

 

Shares Voted For

 

Shares Withheld

 

Richard M. Donnelly

 

79,460,148

 

472,040

 

 

Michael W. Grebe

 

41,643,928

 

749,900

 

 

Peter B. Hamilton

 

79,469,973

 

462,215

 

 

Kathleen J. Hempel

 

43,314,848

 

437,527

 

 

Leslie F. Kenne

 

78,581,045

 

1,351,143

 

 

Harvey N. Medvin

 

40,619,097

 

531,296

 

 

J. Peter Mosling, Jr.

 

42,918,451

 

737,937

 

 

Craig P. Omtvedt

 

79,468,727

 

463,461

 

 

Duncan J. Palmer

 

79,470,158

 

462,030

 

 

John S. Shiely

 

79,389,465

 

542,723

 

 

Richard G. Sim

 

48,376,098

 

526,872

 

 

Charles L. Szews

 

48,495,268

 

407,702

 

 

William S. Wallace

 

79,466,086

 

466,102

 

 

 

Opposition Nominees:

 

Nominee

 

Shares Voted For

 

Shares Withheld

 

Jose Maria Alapont

 

36,492,352

 

72,619

 

 

Marc F. Gustafson

 

15,321,364

 

20,133,754

 

 

Vincent J. Intrieri

 

10,895,602

 

20,133,746

 

 

A.B. Krongard

 

35,031,094

 

76,108

 

 

Samuel Merksamer

 

39,016,262

 

2,632,535

 

 

Daniel A. Ninivaggi

 

13,995,648

 

17,033,700

 

 

 

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending September 30, 2012 by the votes indicated:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

79,393,394

 

378,307

 

177,826

 

 

The Company’s 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

 

65,388,788

 

14,163,221

 

397,512

 

 

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The Company’s shareholders voted to approve the Plan by the votes indicated:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

59,924,459

 

19,637,289

 

387,774

 

 

The Company’s shareholders voted against a shareholder proposal requesting the Board to take such steps as may be necessary to permit shareholder action by less than unanimous written consent by the votes indicated:

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

39,255,482

 

40,209,192

 

482,565

 

 

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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: February 2, 2012

By:

/s/ Bryan J. Blankfield

 

 

Bryan J. Blankfield

 

 

Executive Vice President, General Counsel and Secretary

 

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