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8-KThe WireRoutine

Shareholder Vote

Filed Oct 24, 2023 · 2y ago · Accession 0000109563-23-000101

Plain English

Material event — a significant development the company must disclose promptly.

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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 October 24, 2023 Date of Report (date of earliest event reported) APPLIED INDUSTRIAL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Ohio 1-2299 34-0117420 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) One Applied Plaza Cleveland Ohio 44115 (Address of Principal Executive Offices) (Zip Code) ( 216 ) 426-4000 Registrant's telephone number, including area code 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 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)) 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, without par value AIT 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. o ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.     An annual meeting of the shareholders of Applied Industrial Technologies, Inc. was held on October 24, 2023. At that meeting, there were 38,747,641 shares of common stock entitled to vote. The shareholders voted on the matters submitted to the meeting as follows (as rounded): 1.    Election of three persons to be directors for a term of three years:     Name Shares Voted For Election Shares As To Which Voting Authority Withheld Broker Non-Votes Robert J. Pagano, Jr. 33,933,237 1,110,854 1,247,853 Neil A. Schrimsher 34,504,495 539,596 1,247,853 Peter C. Wallace 32,480,639 2,563,452 1,247,853 The terms of the following directors continued after the meeting: Madhuri A. Andrews, Mary Dean Hall, Shelly M. Chadwick, Dan P. Komnenovich, Vincent K. Petrella, and Joe A. Raver. 2.    A nonbinding advisory vote to approve the compensation of Applied's named executive officers as described in Applied's proxy statement dated September 8, 2023: Shares Voted For Shares Voted Against Shares Abstained From Voting Broker Non-Votes 33,735,989 1,184,740 123,362 1,247,853 3.    A nonbinding advisory vote on the frequency of future votes on the compensation of Applied's named executive officers: Shares Voted For Every Year Shares Voted For Every Two Years Shares Voted For Every Three Years Shares Abstained From Voting BrokerNon-Votes 33,803,463 107,769 1,081,683 51,176 1,247,853 Based on the recommendation of the Board of Directors with respect to this proposal and these results, Applied has decided to hold an advisory vote on executive compensation annually until the occurrence of the next advisory vote on the frequency of say-on-pay votes. 4.    Approval of the 2023 Long-Term Performance Plan:      Shares Voted For Shares Voted Against Shares Abstained From Voting Broker Non-Votes 34,002,345 980,495 61,251 1,247,853 5.    Ratification of the Audit Committee's appointment of Deloitte & Touche LLP as Applied's independent auditors for the fiscal year ending June 30, 2024. Shares Voted For Ratification Shares Voted Against Ratification Shares Abstained From Voting 35,572,053 699,146 20,745 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, thereunto duly authorized. APPLIED INDUSTRIAL TECHNOLOGIES, INC. (Registrant) By: /s/ Jon S. Ploetz Jon S. Ploetz, Vice President-General Counsel & Secretary Date: October 24, 2023
Filing details
Ticker
AIT
CIK
109563
Form type
8-K
Filing date
Oct 24, 2023
Report date
Oct 24, 2023
Document
ait-20231024.htm
Size
166 KB