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EX-99.1 - EX-99.1 - Hillenbrand, Inc.a13-6235_1ex99d1.htm

 

 

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)

 

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 5.07            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:

 

Director’s Name

 

Votes For

 

Votes Withheld

 

Broker Non-
Votes

 

Percentage of
Votes Cast
In Favor

 

 

 

 

 

 

 

 

 

 

 

Mark C. DeLuzio

 

47,163,336

 

1,994,658

 

6,288,206

 

95.94

%

F. Joseph Loughrey

 

47,148,614

 

2,009,380

 

6,288,206

 

95.91

%

 

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

 

38,524,288

 

9,535,297

 

1,098,409

 

6,288,206

 

80.16

%

 

Proposal 3:  Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2013:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-
Votes

 

Percentage of
Votes Cast
In Favor

 

53,894,661

 

802,720

 

748,819

 

0

 

98.53

%

 

1



 

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.

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release dated February 27, 2013 issued by the Company.

 

2



 

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 27, 2013

 

 

 

 

 

BY:

/S/ Cynthia L. Lucchese

 

Cynthia L. Lucchese

 

Senior Vice President and

 

 

Chief Financial Officer

 

 

 

 

DATE: February 27, 2013

 

 

 

 

 

BY:

/S/ John R. Zerkle

 

John R. Zerkle

 

Senior Vice President,

 

 

General Counsel and Secretary

 

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release dated February 27, 2013 issued by the Company.

 

4