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 13, 2017
A. O. Smith Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-475 | 39-0619790 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
11270 West Park Place, Milwaukee, Wisconsin 53224-9508
(Address of principal executive offices, including zip code)
(414) 359-4000
(Registrant’s telephone number)
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. below):
| ☐ | Written communication 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 204.14a-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 13-e4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
A. O. Corporation (the “Company”) held its Annual Meeting of Stockholders on April 13, 2017, for the purposes of the election of the Company’s Board of Directors, to hold an advisory vote to approve the compensation of our named executive officers, to hold an advisory vote to recommend the frequency of future advisory votes on the compensation of our named executive officers, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017, and to approve the performance goals and related matters under the A. O. Smith Combined Incentive Compensation Plan.
The voting results for the election of the Company’s Board of Directors were as follows:
| Class A Common Stock Directors |
For | Authority Withheld |
Broker Non-Vote |
|||||||||
| Ronald D. Brown |
25,660,092 | 0 | 0 | |||||||||
| Paul W. Jones |
25,660,092 | 0 | 0 | |||||||||
| Dr. Ilham Kadri |
25,660,092 | 0 | 0 | |||||||||
| Ajita G. Rajendra |
25,660,092 | 0 | 0 | |||||||||
| Bruce M. Smith |
25,660,092 | 0 | 0 | |||||||||
| Mark D. Smith |
25,660,092 | 0 | 0 | |||||||||
| Common Stock Directors |
For | Authority Withheld |
Broker Non-Vote |
|||||||||
| Gloster B. Current, Jr. |
114,940,999 | 1,592,023 | 9,892,910 | |||||||||
| William P. Greubel |
111,406,221 | 5,126,801 | 9,892,910 | |||||||||
| Idelle K. Wolf |
114,544,402 | 1,988,620 | 9,892,910 | |||||||||
| Gene C. Wulf |
114,033,787 | 2,499,235 | 9,892,910 | |||||||||
The advisory voting results for the approval of the compensation of the Company’s named executive officers were as follows:
| Total Votes | ||||
| For |
36,990,530 | |||
| Against |
301,041 | |||
| Abstain |
20,923 | |||
| Broker Non-Votes |
990,191 | |||
The advisory voting results to recommend the frequency of future advisory votes on the compensation of our named executive officers:
| Total Votes | ||||
| 1 Year |
35,874,363 | |||
| 2 Years |
26,535 | |||
| 3 Years |
1,391,914 | |||
| Abstain |
20,582 | |||
| Broker Non-Votes |
989,291 | |||
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The Board of Directors has considered these results and determined that the Company will hold an advisory vote to approve the compensation of its named executive officers every year until the next required vote on the frequency of advisory votes on the compensation of the Company’s named executive officers.
The voting results for the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017, were as follows
| Total Votes | ||||
| For |
38,168,334 | |||
| Against |
120,689 | |||
| Abstain |
13,662 | |||
The voting results to approve the performance goals and related matters under the A. O. Smith Combined Incentive Compensation Plan:
| Total Votes | ||||
| For |
34,659,364 | |||
| Against |
2,483,062 | |||
| Abstain |
170,969 | |||
| Broker Non-Votes |
989,291 | |||
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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.
| A. O. SMITH CORPORATION | ||||||
| Date: April 17, 2017 | By | /s/ James F. Stern | ||||
| James F. Stern | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
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