8-KThe WireRoutine
Shareholder Vote
Filed Apr 17, 2017 · 9y ago · Accession 0001193125-17-125424
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 13, 2017
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 53224-9508
(Address of principal executive offices, including zip code)
(414) 359-4000
(Registrants 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 communication 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))
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 13, 2017, for the purposes of the election of the
Companys Board of Directors, to hold an advisory vote to approve the compensation of our named executive officers, to hold an advisory vote to recommend the frequency of future advisory votes on 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, 2017, and to approve the performance goals and related matters under the A. O. Smith
Combined Incentive Compensation Plan.
The voting results for the election of the Companys Board of Directors were as follows:
Class A Common Stock Directors
For
Authority
Withheld
Broker
Non-Vote
Ronald D. Brown
25,660,092
0
0
Paul W. Jones
25,660,092
0
0
Dr. Ilham Kadri
25,660,092
0
0
Ajita G. Rajendra
25,660,092
0
0
Bruce M. Smith
25,660,092
0
0
Mark D. Smith
25,660,092
0
0
Common Stock Directors
For
Authority
Withheld
Broker
Non-Vote
Gloster B. Current, Jr.
114,940,999
1,592,023
9,892,910
William P. Greubel
111,406,221
5,126,801
9,892,910
Idelle K. Wolf
114,544,402
1,988,620
9,892,910
Gene C. Wulf
114,033,787
2,499,235
9,892,910
The advisory voting results for the approval of the compensation of the Companys named executive officers were as
follows:
Total Votes
For
36,990,530
Against
301,041
Abstain
20,923
Broker Non-Votes
990,191
The advisory voting results to recommend the frequency of future advisory votes on the compensation of our named executive
officers:
Total Votes
1 Year
35,874,363
2 Years
26,535
3 Years
1,391,914
Abstain
20,582
Broker Non-Votes
989,291
2
The Board of Directors has considered these results and determined that the Company will hold an advisory vote to
approve the compensation of its named executive officers every year until the next required vote on the frequency of advisory votes on the compensation of the Companys named executive officers.
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, 2017, were as follows
Total Votes
For
38,168,334
Against
120,689
Abstain
13,662
The voting results to approve the performance goals and related matters under the A. O. Smith Combined Incentive Compensation
Plan:
Total Votes
For
34,659,364
Against
2,483,062
Abstain
170,969
Broker Non-Votes
989,291
3
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, 2017
By
/s/ James F. Stern
James F. Stern
Executive Vice President, General Counsel and Secretary
4
Filing details
- Company
- SMITH A O CORP
- Ticker
- AOS
- CIK
- 91142
- Form type
- 8-K
- Filing date
- Apr 17, 2017
- Report date
- Apr 13, 2017
- Document
- d377485d8k.htm
- Size
- 33 KB