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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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 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)
Registrants 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 Companys shareholders: (i) elected 10 members of the
Companys Board of Directors to each serve a one-year term ending at the 2018 Annual Meeting; (ii) ratified the Audit Committees selection of Deloitte & Touche LLP as the
Companys independent registered public accounting firm for fiscal 2017; (iii) approved, on an advisory basis, the compensation of the Companys 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 Companys 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 Companys 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 Committees selection of Deloitte & Touche LLP as the Companys
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 Companys 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 Companys 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
- Company
- Snap-on Inc
- Ticker
- SNA
- CIK
- 91440
- Form type
- 8-K
- Filing date
- Apr 28, 2017
- Report date
- Apr 27, 2017
- Document
- d367649d8k.htm
- Size
- 39 KB