Executive Change · Shareholder Vote

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 25, 2023 _______________________                Regal Rexnord Corp oration               (Exact name of registrant as specified in its charter) Wisconsin 1-7283 39-0875718 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)            200 State Street , Beloit , Wisconsin 53511-6254             (Address of Principal Executive Offices, Including Zip Code) Registrant's Telephone Number: ( 608 ) 364-8800 _______________________ 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: ☐ 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 240.14a-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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐ _______________________ Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Trading symbol Name of each exchange on which registered Common Stock RRX New York Stock Exchange Item 5.02 . Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . On April 25, 2023, at the Regal Rexnord Corporation (the “Company”) 2023 annual meeting of shareholders (the “Annual Meeting”), the Company’s shareholders approved the Regal Rexnord Corporation 2023 Omnibus Incentive Plan (the “2023 Plan”), which had previously been approved by the Company’s Board of Directors, subject to shareholder approval. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07 of this Current Report on Form 8-K. The Company previously maintained the Regal Rexnord Corporation 2018 Equity Incentive Plan (the “2018 Plan”) and the Regal Beloit Corporation 2016 Incentive Compensation Plan (together with the 2018 Plan, the “Prior Plans”). Effective upon shareholder approval at the Annual Meeting, the 2023 Plan superseded and replaced the Prior Plans and the Prior Plans were terminated. No new awards will be granted under the Prior Plans. Awards currently outstanding under the Prior Plans will remain outstanding under the Prior Plans in accordance with their terms. The 2023 Plan is described in detail in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on March 16, 2023, under the caption “Proposal 5 - Approval of Our 2023 Omnibus Incentive Plan”, which description is incorporated herein by reference. A copy of the 2023 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the 2023 Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials. Item 5.07.      Submission of Matters to a Vote of Security Holders. As noted above, on April 25, 2023, the Company held its Annual Meeting for the purposes of (i) electing ten directors for terms expiring at the 2024 annual meeting of shareholders, (ii) holding a shareholder advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s 2023 proxy statement, (iii) holding a shareholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, (iv) ratifying the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, and (v) approving the 2023 Plan. As of the March 3, 2023 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 66,256,306 shares of the Company’s common stock were outstanding and eligible to vote. A total of 63,552,643 shares were voted in person or by proxy at the Annual Meeting. The following are the final votes on the matters presented for approval at the Annual Meeting : Vote on the election of ten directors for terms expiring at the 2024 Annual Meeting: Name For Against Abstain Broker Non-Votes Jan A. Bertsch 61,948,824  467,765  28,590  1,107,464  Stephen M. Burt 60,792,522  1,622,909  29,748  1,107,464  Anesa T. Chaibi 61,852,101  564,553  28,525  1,107,464  Theodore D. Crandall 62,190,351  225,063  29,765  1,107,464  Michael P. Doss 62,076,383  338,622  30,174  1,107,464  Michael F. Hilton 61,955,376  459,644  30,159  1,107,464  Louis V. Pinkham 61,879,702  528,665  36,812  1,107,464  Rakesh Sachdev 56,846,892  5,568,940  29,347  1,107,464  Curtis W. Stoelting 60,661,851  1,753,298  30,030  1,107,464  Robin A. Walker-Lee 61,671,255  742,698  31,226  1,107,464  Advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s 2023 proxy statement: For Against Abstain Broker Non-Votes 60,004,586    2,390,984    49,609    1,107,464  Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers: 1 Year 2 Years 3 Years Abstain 60,493,317    17,176    1,914,313    20,373  In light of the voting results with respect to this proposal, the Company has decided that it will hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of future advisory votes on executive compensation. V ote on the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023: For Against Abstain 62,616,533    907,604    28,506    Approval of the Company’s 2023 Omnibus Incentive Plan: For Against Abstain Broker Non-Votes 60,784,576    1,627,278    33,325    1,107,464  Item 9.01 . Financial Statements and Exhibits . (d) Exhibits. The following exhibits are being filed herewith: Exhibit Number   Exhibit Description 10.1   Regal Rexnord Corporation 2023 Omnibus Incentive Plan, effective April 25, 2023. 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document). 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. REGAL REXNORD CORPORATION Date: April 27, 2023           By: /s/ Thomas E. Valentyn                  Thomas E. Valentyn Vice President, General Counsel and Secretary