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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): February 10, 2022

 

HILLENBRAND, INC.

(Exact name of registrant as specified in its charter)

 

Indiana   1-33794   26-1342272

(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

 

Not Applicable

(Former name or former address, if changed since last report)

 

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. of Form 8-K):

 

¨    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   HI   New York Stock Exchange

 

Indicate by the check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

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

 

On February 10, 2022, Hillenbrand, Inc. (the “Company”) held its Annual Meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted upon the following proposals:

 

  (1) the election of six (6) members to the Company’s Board of Directors;

 

  (2) the approval, by a non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers; and

 

  (3) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022.

 

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

 

Proposal 1: Election of six members to the Company’s Board of Directors for terms expiring as noted below:

 

Director’s Name   Votes For     Votes Withheld     Broker
Non-Votes
    Percentage of
Votes Cast
In
Favor
 
Gary L. Collar*     60,333,687       1,464,508       5,866,616       97.63 %
F. Joseph Loughrey*     59,590,699       2,207,496       5,866,616       96.43 %
Joy M. Greenway*     60,550,526       1,247,669       5,866,616       97.98 %
Dennis W. Pullin*     60,520,153       1,278,042       5,866,616       97.93 %
Kimberly K. Ryan**     61,205,174       593,021       5,866,616       99.04 %
Inderpreet Sawhney**     60,159,238       1,638,957       5,866,616       97.35 %

 

*Election of these Directors is for a three-year term expiring in 2025.

**Election of these Directors is for a one-year term expiring in 2023.

 

Proposal 2: Approval, by a non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes   Percentage of
Votes Cast
In Favor
 
 59,868,665    1,479,703    449,827    5,866,616    97.58%

  

Proposal 3: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022:

 

Votes For   Votes Against   Votes Abstained   Percentage of
Votes Cast
In Favor
 
 67,500,592    111,927    52,292    99.83%

 

 

 

 

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 10, 2022    
  BY: /s/ Nicholas R. Farrell
    Nicholas R. Farrell
    Senior Vice President, General Counsel, Secretary, and
    Chief Compliance Officer