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MHK > SEC Filings for MHK > Form 8-K on 11-May-2012All Recent SEC Filings

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Form 8-K for MOHAWK INDUSTRIES INC


11-May-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2012 Annual Meeting of Stockholders (the "2012 Annual Meeting") of Mohawk Industries, Inc. (the "Company") held on May 9, 2012, the stockholders of the Company approved the 2012 Incentive Plan (the "2012 Plan"). Employees, officers, directors and consultants selected by the Compensation Committee of the Company's Board of Directors and management are eligible to participate in the 2012 Plan, including our principal executive officer, principal financial officer and our other named executive officers. A total of 3,200,000 shares of the Company's common stock are reserved and available for issuance pursuant to awards granted under the 2012 Plan. A description of the material terms of the 2012 Plan was included in the Company's Definitive Proxy Statement on Schedule 14A (File No. 001-13697) as filed with the Securities and Exchange Commission on April 3, 2012, and is incorporated herein by reference.



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

At the 2012 Annual Meeting, stockholders were asked to elect a class of directors to serve a three-year term beginning in 2012, ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012, make a non-binding, advisory vote to approve the compensation of the Company's Named Executive Officers, as disclosed and discussed in the compensation discussion and analysis, compensation tables and any related material disclosed in the proxy statement and vote to approve the Company's 2012 Incentive Plan.

(1) Votes regarding the election of the following persons as directors for a three-year term beginning in 2012 were as follows:

         Name                 Votes For    Votes Withheld   Broker Non-Votes
         Bruce C. Bruckmann   55,831,314     4,514,499         3,699,035
         Frans G. De Cock     57,350,561     2,995,252         3,699,035
         Joseph A. Onorato    57,534,401     2,811,412         3,699,035

(2) Votes regarding ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012, were as follows:

Votes For Votes Against Votes Abstain Broker Non-Votes 63,592,774 78,079 373,995 0

(3) Votes regarding the non-binding, advisory vote to approve the compensation of the Company's Named Executive Officers were as follows:

Votes For Votes Against Votes Abstain Broker Non-Votes 56,003,519 3,220,819 1,121,475 3,699,035

(4) Votes regarding the approval of the Company's 2012 Incentive Plan were as follows:

Votes For Votes Against Votes Abstain Broker Non-Votes 57,092,372 2,141,211 1,112,230 3,699,035




Item 9.01 Financial Statements and Exhibits.

d) Exhibits:

99.1 Mohawk Industries, Inc. 2012 Incentive Plan (incorporated herein by reference to Appendix A of the Company's Definitive Proxy Statement on Schedule 14A (File No. 001-13697) filed with the Securities and Exchange Commission on April 3, 2012).


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