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8-KThe WireRoutine

Shareholder Vote

Filed Apr 28, 2017 · 9y ago · Accession 0001193125-17-148651

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 Date of Report (Date of earliest event reported): April 27, 2017 (Exact name of registrant as specified in its charter) Delaware 1-7724 39-0622040 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 2801 80th Street, Kenosha, Wisconsin 53143-5656 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (262) 656-5200 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 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. Snap-on Incorporated (the “Company”) held its 2017 Annual Meeting of Shareholders on April 27, 2017 (the “2017 Annual Meeting”). At the 2017 Annual Meeting, the Company’s shareholders: (i) elected 10 members of the Company’s Board of Directors to each serve a one-year term ending at the 2018 Annual Meeting; (ii) ratified the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2017; (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the 2017 Annual Meeting (the “2017 Proxy Statement”); and (iv) approved, on an advisory basis, the holding of future advisory votes to approve named executive officer compensation annually. There were 57,968,156 shares of the Company’s common stock outstanding and eligible to vote as of the close of business on February 27, 2017, the record date for the 2017 Annual Meeting. The directors elected to the Company’s Board for terms expiring at the 2018 Annual Meeting, and the number of votes cast for and against, as well as abstentions and broker non-votes with respect to, each of these individuals, are set forth below: Director For Against Abstentions Broker Non-Votes David C. Adams 45,365,728 552,063 78,842 4,312,976 Karen L. Daniel 44,185,174 1,732,306 79,154 4,312,976 Ruth Ann M. Gillis 44,927,265 958,872 110,496 4,312,976 James P. Holden 45,092,290 793,523 110,821 4,312,976 Nathan J. Jones 44,888,114 992,937 115,583 4,312,976 Henry W. Knueppel 45,178,045 705,899 112,690 4,312,976 W. Dudley Lehman 44,279,305 1,637,913 79,416 4,312,976 Nicholas T. Pinchuk 43,481,267 2,388,036 127,331 4,312,976 Gregg M. Sherrill 45,090,370 801,535 104,729 4,312,976 Donald J. Stebbins 45,283,077 604,252 109,305 4,312,976 The proposal to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2017 received the following votes: Votes for approval: 48,036,934 Votes against: 2,189,571 Abstentions: 83,105 Broker non-votes: 0 The advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation Information” in the 2017 Proxy Statement, received the following votes: Votes for approval: 44,104,178 Votes against: 1,660,927 Abstentions: 231,449 Broker non-votes: 4,313,056 The advisory vote related to the frequency of future advisory votes to approve named executive officer compensation received the following votes: 1 Year: 42,595,171 2 Years: 141,983 3 Years: 3,100,852 Abstentions: 158,547 Broker non-votes: 4,313,056 Based on the results of the advisory vote related to the frequency of future advisory votes to approve named executive officer compensation and other factors, the Company’s Board determined that it will continue to hold future advisory votes to approve executive compensation annually until the next required shareholder vote on the frequency of these votes. * * * * * 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. SNAP-ON INCORPORATED Date: April 28, 2017 By: /s/ Irwin M. Shur Irwin M. Shur Vice President, General Counsel and Secretary
Filing details
Ticker
SNA
CIK
91440
Form type
8-K
Filing date
Apr 28, 2017
Report date
Apr 27, 2017
Document
d367649d8k.htm
Size
39 KB