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| PH > SEC Filings for PH > Form 8-K on 29-Oct-2012 | All Recent SEC Filings |
29-Oct-2012
Change in Directors or Principal Officers, Submission of Matters to a Vote o
(e) On October 24, 2012, the shareholders of Parker-Hannifin Corporation (the "Company") approved the Amended and Restated Parker-Hannifin Corporation 2009 Omnibus Stock Incentive Plan (the "2009 Plan"). The 2009 Plan was amended and restated to (i) increase the number of shares of common stock of the Company available under the 2009 Plan by 9,200,000 shares, (ii) revise the "fungible" share ratio at which "full value" awards are counted against the 2009 Plan share reserve to maintain appropriate parity between full value awards and stock options and stock appreciation rights, and (iii) make other minor amendments, such as expressly prohibiting (A) the grant of dividend equivalents with respect to stock options or stock appreciation rights, and (B) the current payment of dividends or dividend equivalents on unearned performance-based awards. The foregoing summary of the amendments to the 2009 Plan is qualified in its entirety by reference to the 2009 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(a) The Annual Meeting of the Shareholders of the Company was held on October 24, 2012.
(b)(i) The Shareholders elected the following directors for a term expiring at the Annual Meeting of Shareholders in 2013, as follows:
Votes For Votes Withheld Broker Non-Votes
Robert G. Bohn 120,991,169 2,977,909 9,088,829
Linda S. Harty 120,981,316 2,987,762 9,088,829
William E. Kassling 120,379,484 3,589,594 9,088,829
Robert J. Kohlhepp 121,296,083 2,672,995 9,088,829
Klaus-Peter Müller 120,805,893 3,163,185 9,088,829
Candy M. Obourn 121,367,424 2,601,654 9,088,829
Joseph M. Scaminace 119,702,676 4,266,402 9,088,829
Wolfgang R. Schmitt 120,046,730 3,922,348 9,088,829
Ċke Svensson 121,047,845 2,921,233 9,088,829
James L. Wainscott 121,377,875 2,591,203 9,088,829
Donald E. Washkewicz 119,019,679 4,949,399 9,088,829
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(ii) The Shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2013, as follows:
For: 130,487,020
Against: 1,907,086
Abstain: 663,801
For: 114,900,069
Against: 7,869,799
Abstain: 1,196,936
Broker Non-Votes: 9,088,829
(iv) The Shareholders approved the Amended and Restated Parker-Hannifin 2009 Omnibus Stock Incentive Plan, as follows:
For: 102,883,239
Against: 20,292,630
Abstain: 790,935
Broker Non-Votes: 9,088,829
(v) The Shareholders did not approve a shareholder proposal to amend the Company's Code of Regulations to separate the roles of Chairman of the Board and Chief Executive Officer, as follows:
For: 27,302,499
Against: 95,806,419
Abstain: 857,886
Broker Non-Votes: 9,088,829
(d) Exhibits:
Exhibit No. Description of Exhibit
10.1 Amended and Restated Parker-Hannifin Corporation 2009 Omnibus
Stock Incentive Plan incorporated by reference to Appendix A to
the Registrant's Definitive Proxy Statement filed with the
Securities and Exchange Commission on September 24, 2012
(Commission File No. 1-4982).
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