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

HILLENBRAND, INC.

(Exact name of registrant as specified in its charter)

Indiana		1-33794		36-1342272
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Batesville Boulevard Batesville, Indiana		47006
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (812) 934-7500

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

Hillenbrand, Inc. (the “Company”) held its annual meeting of shareholders on February 23, 2011. Matters voted upon at the annual meeting were as follows:

	(1)		the election of five members to the Board of Directors;
	(2)		the approval, by a non-binding advisory vote, of the compensation paid by the Company to its named executive officers;
	(3)		the selection, by a non-binding advisory vote, of the frequency of voting on compensation paid by the Company to its named executive officers; and
	(4)		the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011.

The final results of the votes taken at the annual meeting were as follows:

Proposal 1: Election of Five Members to the Board of Directors:

Election of Directors in Class III for terms expiring in 2014:

Director’s Name		Votes For				Votes Withheld				Broker Non-Votes
Kenneth A. Camp			49,898,296				121,656				6,349,907
W August Hillenbrand			37,798,896				12,221,056				6,349,907
Thomas H. Johnson			49,725,655				294,297				6,349,907
Neil S. Novich			48,403,309				1,616,643				6,349,907

Election of Director in Class I for term expiring in 2012:

Director’s Name

Votes For

Votes Withheld

Broker Non-Votes

Edward B. Cloues, II

34,879,098

15,140,854

6,349,907

Proposal 2: Approval, by a Non-Binding Advisory Vote, of the Compensation Paid to the Company’s Named Executive Officers:

Votes For		Votes Against				Votes Abstained				Broker Non-Votes
47,679,888			1,652,398				687,666				6,349,907

Proposal 3: Selection, by a Non-Binding Advisory Vote, of the Frequency of Voting on Compensation Paid to the Company’s Named Executive Officers:

One Year		Two Year				Three Year				Abstain
42,566,645			863,584				5,878,162				711,561

Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2011:

Votes For		Votes Against				Votes Abstained				Broker Non-Votes
56,164,517			187,072				18,170				0

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.

		HILLENBRAND, INC.
DATE: February 24, 2011		BY:		/s/ Cynthia L. Lucchese   Cynthia L. Lucchese
				Senior Vice President and
				Chief Financial Officer
DATE: February 24, 2011		BY:		/s/ John R. Zerkle   John R. Zerkle
				Senior Vice President,
				General Counsel & Secretary