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    A.O. Smith Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    4/14/25 12:54:44 PM ET
    $AOS
    Consumer Electronics/Appliances
    Consumer Discretionary
    Get the next $AOS alert in real time by email
    aos-20250408
    0000091142FALSE00000911422025-04-082025-04-08



    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): April 8, 2025
    ——————————————
    A. O. Smith Corporation
    (Exact name of registrant as specified in its charter)
    ——————————————
    Delaware 1-475 39-0619790
    (State or other jurisdiction
    of incorporation)
     (Commission
    File Number)
     (IRS Employer
    Identification No.)

    11270 West Park Place, Milwaukee, Wisconsin 53224
    (Address of principal executive offices, including zip code)

    (414) 359-4000
    (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 (see General Instruction A.2. below):
    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 204.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13-e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading
    Symbol(s)
    Name of each exchange
    on which registered
    Common Stock (par value $1.00 per share)AOSNew York Stock Exchange
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





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

    A. O. Corporation (the “Company”) held its Annual Meeting of Stockholders on April 8, 2025, for the purposes of the election of the Company’s Board of Directors, to hold an advisory vote to approve the compensation of our named executive officers, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and to consider a stockholder proposal requesting a Board report on our hiring practices with respect to formerly incarcerated people.

    The voting results for the election of the Company’s Board of Directors were as follows:
    Class A Common Stock Directors
    For
    Authority Withheld
    Broker Non-Vote
    Ronald D. Brown
    25,322,44500
    Victoria M. Holt
    25,322,44500
    Dr. Ilham Kadri
    25,322,44500
    Christopher L. Mapes
    25,322,44500
    Mark D. Smith
    25,322,44500
    Kevin J. Wheeler
    25,322,44500
    Common Stock Directors
    For
    Authority Withheld
    Broker Non-Vote
    Todd W. Fister
    62,787,49636,544,4646,827,418
    Michael M. Larsen
    39,339,13259,992,8296,827,418
    Lois M. Martin
    62,995,03536,336,9266,827,418

    The advisory voting results for the approval of the compensation of our named executive officers were as follows:
    Total Votes
    For33,247,046
    Against1,993,686
    Abstain14,909
    Broker Non-Votes
    682,742

    The voting results for the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025, were as follows:
    Total Votes
    For34,842,143
    Against1,077,076
    Abstain19,164
    Broker Non-Votes
    0

    The voting results for a stockholder proposal requesting a Board report on our hiring practices with respect to formerly incarcerated people were as follows:
    Total Votes
    For1,507,913
    Against33,336,216
    Abstain411,513
    Broker Non-Votes
    682,742




    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.


    A. O. SMITH CORPORATION
    Date: April 14, 2025
    By:/s/James F. Stern
    James F. Stern
    Executive Vice President, General Counsel and Secretary


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