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| AOS > SEC Filings for AOS > Form 8-K on 17-Apr-2009 | All Recent SEC Filings |
17-Apr-2009
Results of Operations and Financial Condition, Change in Directors or Principal Of
On April 17, 2009, A. O. Smith Corporation ("the Company") issued a news release announcing the Company's results for the quarter ended March 31, 2009. A copy of the Company's news release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated by reference herein.
At the annual meeting of the Company's stockholders, held on April 14, 2009, the Company's stockholders approved an amendment to the A. O. Smith Combined Incentive Compensation Plan ("the Plan") effective February 10, 2009. This amends the Plan which had been previously approved by the stockholders in 2002.
The purpose of the Plan is (i) to provide additional compensation as an incentive to induce key employees and directors to remain in the employ of the Company; (ii) to secure or increase on reasonable terms their stock ownership in the Company or to otherwise align their interests with the Company's stockholders; (iii) to motivate such employees and directors, by means of growth-related incentives, to achieve long-range growth goals; and (iv) to provide incentive compensation opportunities which are competitive with those of other major corporations.
The amendment to the Plan increases the total number of shares of common stock available for issuance under the Plan by 1,250,000. The Company cannot currently determine the benefits, if any, to be paid under the Plan in the future to the officers of the Company, including the Company's named executive officers. The Plan and the amendment thereto are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 5, 2009 in connection with the Company's annual meeting of stockholders held on April 14, 2009.
On April 14, 2009, the stockholders of the Company approved the merger of Smith Investment Company into a subsidiary of the Company. The merger also was approved by Smith Investment Company's stockholders on April 16, 2009. Closing on the merger will take place when all conditions to closing have been met.
The following exhibit is being filed herewith:
(99.1) News Release of A. O. Smith Corporation, dated April 17 2009.
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