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):  May 8, 2015

 

SPX CORPORATION

(Exact Name of Registrant as specified in Charter)

 

Delaware

(State or Other Jurisdiction of

Incorporation)

 

1-6948

(Commission File Number)

 

38-1016240

(I.R.S. Employer

Identification No.)

 

 

13320 Ballantyne Corporate Place

Charlotte, North Carolina 28277

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code  (704) 752-4400

 

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

 

As described in Item 5.07 below, at the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of SPX Corporation (the “Company”) held on May 8, 2015, the Company’s stockholders voted to approve the amendment and restatement of the Company’s 2002 Stock Compensation Plan (the “2002 Plan”).  The amendment and restatement of the 2002 Plan, upon such approval, became effective as of May 8, 2015.

 

The purpose of the 2002 Plan is to compensate and retain our employees and to align interests of our employees with those of our stockholders.  Under the 2002 Plan, up to 6,150,000 shares of Company common stock may be granted, subject to adjustment as set forth under the 2002 Plan.  Awards may be granted under the 2002 Plan until May 8, 2025, the tenth anniversary of the 2002 Plan’s effective date, unless terminated earlier in accordance with the terms of the 2002 Plan.

 

Additional details regarding the 2002 Plan are contained in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on March 26, 2015 (the “2015 Proxy Statement”) under the heading “Proposal No. 3 Amendment and Restatement of 2002 Stock Compensation Plan.”  The above description of the 2002 Plan is not complete and is qualified in its entirety by reference to the full text of the 2002 Plan, which is appended to the 2015 Proxy Statement as Appendix A and incorporated by reference herein.

 

ITEM 5.07.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

The Company held its Annual Meeting on May 8, 2015.  The results for each matter voted on by the stockholders at the Annual Meeting were as follows:

 

Proposal 1:  Election of Directors

 

Director

 

Term Expiring

 

For

 

Against

 

Abstain

 

Broker Non-
votes

 

Christopher J. Kearney

 

2018

 

32,914,133

 

1,602,324

 

315,252

 

2,623,799

 

Robert F. Hull, Jr.

 

2018

 

34,068,458

 

591,277

 

171,974

 

2,623,799

 

Anne K. Altman

 

2018

 

34,426,362

 

221,012

 

184,335

 

2,623,799

 

 

As a result, each of the directors was elected for a term expiring in 2018.

 

Proposal 2:  Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-votes

 

 

 

16,126,563

 

18,469,817

 

235,329

 

2,623,799

 

 

A majority of votes cast in the advisory vote were against approval of the compensation of the Company’s named executive officers.

 

Proposal 3: Amendment and Restatement of the 2002 Stock Compensation Plan

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-votes

 

 

 

30,307,389

 

4,279,153

 

245,167

 

2,623,799

 

 

As a result, the Amendment and Restatement of the 2002 Stock Compensation Plan was approved.

 

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Proposal 4:  Amendment of the Company’s Certificate of Incorporation to Reduce Par Value

 

 

 

For

 

Against

 

Abstain

 

 

 

36,871,265

 

314,504

 

269,739

 

 

As a result, the Amendment of the Company’s Certificate of Incorporation was approved.

 

Proposal 5:  Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants in 2015

 

 

 

For

 

Against

 

Abstain

 

 

 

36,894,212

 

338,996

 

222,300

 

 

As a result, the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants in 2015 was ratified.

 

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Item 9.01.  Financial Statements and Exhibits.

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

SPX Corporation 2002 Stock Compensation Plan (As Amended and Restated effective May 8, 2015). Incorporated herein by reference to Appendix A of our definitive proxy statement for our 2015 Annual Meeting of Stockholders, filed March 26, 2015 (file no. 1-6948).

 

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SIGNATURE

 

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.

 

 

SPX CORPORATION

 

 

 

 

Date: May 13, 2015

 

By:

/s/ Stephen A. Tsoris

 

 

 

Stephen A. Tsoris

 

 

 

Vice President, Secretary and General Counsel

 

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EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

SPX Corporation 2002 Stock Compensation Plan (As Amended and Restated effective May 8, 2015). Incorporated herein by reference to Appendix A of our definitive proxy statement for our 2015 Annual Meeting of Stockholders, filed March 26, 2015 (file no. 1-6948).

 

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