UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K/A

(Amendment No. 1)

 

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 22, 2017

 

HILLENBRAND, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

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:

 

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))

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of Hillenbrand, Inc. (the “Company”), filed on February 27, 2017 (the “Original Report”).  The Original Report was intended to disclose results of matters submitted to a vote of shareholders at the Company’s 2017 annual meeting of shareholders held on February 22, 2017.  Instead the Original Report erroneously disclosed the results of matters submitted to a vote of shareholders at the Company’s 2016 annual meeting of shareholders held on February 24, 2016, which such results were also previously disclosed in the Company’s Current Report on Form 8-K filed on February 25, 2016.

 

This Form 8-K/A is being filed to correct such error.  This Form 8-K/A amends and restates in its entirety the Original Report and discloses the results of matters submitted to a vote of shareholders at the Company’s 2017 annual meeting of shareholders held on February 22, 2017.

 

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

 

Hillenbrand, Inc. held its annual meeting of shareholders on February 22, 2017.  Matters voted upon at the meeting were as follows:

 

(1)                                 the election of three 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;

 

(3)                                 the approval, by a non-binding advisory vote, of the frequency of future “Say on Pay Votes”;  and

 

(4)                                 the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2017.

 

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

 

Proposal 1:  Election of three members to the Company’s Board of Directors for terms

expiring in 2020:

 

								Percentage of
								Votes Cast
Director’s Name		Votes For		Votes Withheld		Broker Non-Votes		In Favor
Thomas H. Johnson		54,343,362		348,775		4,332,462		99.36%
Neil S. Novich		54,435,851		256,286		4,332,462		99.53%
Joe A. Raver		54,486,035		206,102		4,332,462		99.62%

 

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

 

								Percentage of
						Broker Non-		Votes Cast
Votes For		Votes Against		Votes Abstained		Votes		In Favor
54,186,757		318,826		186,554		4,332,462		99.07%

 

Proposal 3:  Approval, by a non-binding advisory vote, of the frequency of future Say on Pay Votes:

 

One Year		Two Years		Three Years		Abstain
46,666,225		70,022		7,839,163		116,727

 

Consistent with the greatest number of votes cast with respect to this proposal, the Company’s Board of Directors has determined that the Company will hold an advisory vote on the compensation of the Company’s Named Executive Officers every year until the next advisory vote on the frequency of shareholder votes on the compensation payable to the Company’s Named Executive Officers is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

Proposal 4:  Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2017:

 

						Percentage of
						Votes Cast
Votes For		Votes Against		Votes Abstained		In Favor
58,022,719		922,911		78,969		98.30%

 

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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.

DATE: February 27, 2017	HILLENBRAND, INC.
	BY:	/S/ Nicholas R. Farrell
	Nicholas R. Farrell
	Vice President, General Counsel,
	Secretary and Chief Compliance Officer

 

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