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AIT > SEC Filings for AIT > Form 8-K on 26-Oct-2012All Recent SEC Filings

Show all filings for APPLIED INDUSTRIAL TECHNOLOGIES INC

Form 8-K for APPLIED INDUSTRIAL TECHNOLOGIES INC


26-Oct-2012

Change in Directors or Principal Officers, Submission of Matt


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 22, 2012, the Executive Organization & Compensation Committee of the Board of Directors of Applied Industrial Technologies, Inc. ("Applied") approved the following:

1. The Second Amendment to the Applied Industrial Technologies, Inc. Supplemental Executive Retirement Benefits Plan (Restated Post-2004 Terms) ("SERP") (attached as Exhibit 10.1). The Second Amendment narrows the benefits available to active SERP participants upon a change in control of Applied by (a) eliminating the provision of additional service credit, and
(b) capping age credit to age 55. In addition, the Second Amendment adopts a double-trigger approach to change in control benefits for active participants. There are currently six active SERP participants. The description of the Second Amendment under this item is qualified in its entirety by reference to Exhibit 10.1 to this report.

2. An Amendment to the Severance Agreement between Neil A. Schrimsher and Applied (attached as Exhibit 10.2). The Amendment modifies the timing of severance payments under the Severance Agreement in the event any payment is deemed to be deferred compensation under Section 409A of the Internal Revenue Code. The description of the Amendment under this item is qualified in its entirety by reference to Exhibit 10.2 to this report.



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

An annual meeting of the shareholders of Applied was held on October 23, 2012. At that meeting, there were 42,006,028 shares of common stock entitled to vote. The shareholders voted on the matters submitted to the meeting as follows (as rounded):

1. Election of four persons to be directors of Class I for a term of three years:

                                                     Shares As To
                                                     Which Voting
                                  Shares Voted For    Authority      Broker
                  Name                Election         Withheld     Non-Votes
         Peter A. Dorsman            36,967,378       1,003,225     1,780,395
         J. Michael Moore            36,529,654       1,440,949     1,780,395
         Vincent K. Petrella         36,778,190       1,192,413     1,780,395
         Dr. Jerry Sue Thornton      36,457,374       1,513,229     1,780,395

The terms of the Class II directors, including William G. Bares, L. Thomas Hiltz, Edith Kelly-Green and Dan P. Komnenovich, and Class III directors, including Thomas A. Commes, John F. Meier, Neil A. Schrimsher and Peter C. Wallace, continued after the meeting.

2. A nonbinding advisory vote to approve the compensation of Applied's named executive officers as described in Applied's proxy statement dated September 7, 2012:

                               Shares Voted   Shares Abstained    Broker
            Shares Voted For     Against        From Voting      Non-Votes
               36,557,130       1,260,029         153,444        1,780,395

3. Ratification of the Audit Committee's appointment of Deloitte & Touche LLP as Applied's independent auditors for the fiscal year ending June 30, 2013.

          Shares Voted For   Shares Voted Against   Shares Abstained From
            Ratification         Ratification              Voting
             34,969,246           4,679,226                102,526



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1 Second Amendment to the Applied Industrial Technologies, Inc. Supplemental Executive Retirement Benefits Plan (Restated Post-2004 Terms)

10.2 Amendment to the Severance Agreement between Neil A. Schrimsher and Applied Industrial Technologies, Inc.


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