Hillenbrand Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$HI
Miscellaneous manufacturing industries
Consumer Discretionary
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 20, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (812 ) 931-5000
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 (see General Instruction A.2. of Form 8-K):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 20, 2024, Hillenbrand, Inc. (the “Company”) held its Annual Meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted upon the following proposals:
(1) the election of three (3) members of 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 (“Say on Pay Vote”); and
(3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024.
The final results of the votes taken at the meeting were as follows:
Proposal 1: Election of three members to the Company’s Board of Directors for terms expiring in 2027:
| Director’s Name | Votes For | Votes Withheld | Broker Non-Votes | Percentage of Votes Cast In Favor | ||||||||||
| Helen W. Cornell | 56,970,343 | 2,243,127 | 5,750,841 | 96.21 | % | |||||||||
| Jennifer W. Rumsey | 58,665,373 | 548,097 | 5,750,841 | 99.07 | % | |||||||||
| Stuart A. Taylor, II | 57,491,259 | 1,722,211 | 5,750,841 | 97.09 | % | |||||||||
Proposal 2: Approval, by a non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers (“Say on Pay Vote”):
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | Percentage of Votes Cast in Favor | ||||||||||
| 58,546,385 | 484,712 | 182,373 | 5,750,841 | 99.17 | % | |||||||||
Proposal 3: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | Percentage of Votes Cast in Favor | ||||||||||
| 64,676,737 | 184,620 | 102,954 | 99.71 | % | ||||||||||
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.
Date: February 20, 2024 HILLENBRAND, INC.
BY: /s/ Nicholas R. Farrell
_____________________________________
Nicholas R. Farrell
Senior Vice President, General Counsel, and Secretary
3