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 22, 2012

HILLENBRAND, INC.

(Exact Name of Registrant as Specified in Charter)

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

At the Annual Meeting of shareholders of Hillenbrand, Inc. (the “Company”) held on February 22, 2012, Ray J. Hillenbrand, Chairman of the Company’s Board of Directors, and James A. Henderson, Vice Chairman of the Company’s Board of Directors, each announced his decision to retire from the Board and not stand for re-election as a director at the Company’s 2013 Annual Meeting of shareholders.  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 Board has elected current director F. Joseph Loughrey to assume the role of Chairman of the Board, effective as of the close of the 2013 Annual Meeting.

This announcement is more fully described in the press release filed as Exhibit 99.1 to this Current Report on Form 8-K.  The contents of such Exhibit are 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 22, 2012.  Matters voted upon at the meeting were as follows:

(1)           the election of four members to the 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 2012.

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

Proposal 1:  Election of Four Members to the Board of Directors:

Election of Directors in Class I for terms expiring in 2015:

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Proposal 2:  Approval, by a Non-Binding Advisory Vote, of the Compensation Paid by the Company to its Named Executive Officers:

Proposal 3:  Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2012:

Item 9.01                         Financial Statements and Exhibits.

(d) Exhibits.

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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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EXHIBIT INDEX

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