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 11, 2023 —————————————— 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 class Trading Symbol(s) Name of each exchange on which registered Common Stock (par value $1.00 per share) AOS New 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 11, 2023, 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, 2023, to hold an advisory vote whether the Company will conduct future advisory votes on the compensation of our named executive officers every year, every two years or every three years and to consider a stockholder proposal requesting a Board report assessing inclusion in our workplace. 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 Victoria M. Holt 25,310,091 0 0 Dr. Ilham Kadri 25,310,091 0 0 Christopher L. Mapes 25,310,091 0 0 Ajita G. Rajendra 25,310,055 36 0 Mark D. Smith 25,310,091 0 0 Kevin J. Wheeler 25,310,091 0 0 Common Stock Directors For Authority Withheld Broker Non-Vote Ronald D. Brown 35,603,689 69,873,911 7,107,303 Earl E. Exum 103,739,272 1,738,328 7,107,303 Michael M. Larsen 103,745,440 1,732,160 7,107,303 Idelle K. Wolf 85,601,819 19,875,781 7,107,303 The advisory voting results for the approval of the compensation of our named executive officers were as follows: Total Votes For 33,897,467 Against 1,944,269 Abstain 16,115 Broker Non-Votes 710,730 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, 2023, were as follows: Total Votes For 35,494,128 Against 1,067,112 Abstain 7,341 Broker Non-Votes 0 The advisory voting results on whether the Company will conduct future advisory votes on the compensation of our named executive officers every year, every two years or every three years were as follows: Total Votes One Year 35,571,654 Two Years 43,728 Three Years 223,926 Abstain 18,543 Broker Non-Votes 710,730 The voting results for a stockholder proposal requesting a Board report assessing inclusion in our workplace were as follows: Total Votes For 3,223,288 Against 32,569,877 Abstain 64,686 Broker Non-Votes 710,730 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 17, 2023 By: /s/James F. Stern James F. Stern Executive Vice President, General Counsel and Secretary