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SNA > SEC Filings for SNA > Form 8-K on 26-Apr-2013All Recent SEC Filings

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Form 8-K for SNAP-ON INC


26-Apr-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matter


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 25, 2013, at the 2013 Annual Meeting of Shareholders of Snap-on Incorporated (the "Company"), the Company's shareholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to allow declassification of the Board of Directors (the "Amendment"). The Amendment became effective upon the Company's filing of a Certificate of Amendment with the Delaware Secretary of State on April 25, 2013.

As described in the Company's Definitive Proxy Statement for the 2013 Annual Meeting, which was filed with the Securities and Exchange Commission on March 12, 2013 (the "2013 Proxy Statement"), pursuant to the Amendment, directors standing for election commencing with the 2014 Annual Meeting will be elected for one year terms. Directors elected by shareholders prior to the 2014 Annual Meeting, including directors that were elected at the 2013 Annual Meeting, will serve out their three year terms, and the entire Board will be elected annually commencing with the 2016 Annual Meeting. Any director appointed by the Board to fill a vacancy or a newly created directorship will be elected by shareholders to a one year term at the first annual meeting after appointment by the Board.

The Amendment also permits, consistent with Delaware law, the removal of a director without cause, but provides that the directors in a class that is serving the remainder of a three year term will be removable only for cause. In either case, the vote required to remove a director will continue to be the affirmative vote of 80% of the Company's outstanding shares entitled to vote in the election of directors.

The full text of the Amendment, which was included as Appendix A to the 2013 Proxy Statement, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the foregoing, the Board also approved corresponding amendments to Section 3.1 of the Company's Amended and Restated Bylaws (the "Bylaws"), effective as of April 25, 2013, to allow declassification of the Board of Directors on the schedule described above, and also restated the Bylaws as so amended. The Bylaws are filed as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.



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

The Company held its 2013 Annual Meeting of Shareholders on April 25, 2013. The Company's shareholders: (i) elected four members of the Company's Board of Directors, whose terms were up for re-election, to serve until the 2016 Annual Meeting; (ii) ratified the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2013;
(iii) approved the compensation of the Company's named executive officers, as disclosed in the 2013 Proxy Statement; and (iv) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to allow declassification of the Board of Directors. There were 58,429,972 outstanding shares that were eligible to vote as of February 25, 2013, the record date for the 2013 Annual Meeting.

The directors elected to the Company's Board for terms expiring at the 2016 Annual Meeting, as well as the number of votes cast for, against, abstentions and broker non-votes with respect to each of these individuals, are set forth below:

   Director               For            Against        Abstentions       Broker Non-Votes
   John F. Fielder      48,004,207         144,392           547,259              4,200,935
   James P. Holden      47,674,427         474,238           547,192              4,200,935
   W. Dudley Lehman     48,013,841         135,588           546,124              4,200,935
   Edward H. Rensi      45,838,434       2,315,519           541,905              4,200,935


The terms of office for the following directors continue until the Annual Meeting in the year set forth below:

                Director              Term   Director            Term
                Roxanne J. Decyk      2014   Karen L. Daniel     2015
                Nicholas T. Pinchuk   2014   Nathan J. Jones     2015
                Gregg M. Sherrill     2014   Henry W. Knueppel   2015

The proposal to ratify the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2013 received the following votes:

Votes for approval: 49,356,159 Votes against: 2,849,741 Abstentions: 690,892 Broker non-votes: 0

The advisory vote to approve the compensation of the Company's named executive officers, as disclosed in "Compensation Discussion and Analysis" and "Executive Compensation Information" in the 2013 Proxy Statement, received the following votes:

Votes for approval: 47,297,567 Votes against: 801,296 Abstentions: 596,994 Broker non-votes: 4,200,935

The proposal to amend the Company's Amended and Restated Certificate of Incorporation to allow declassification of the Board of Directors received the following votes:

Votes for approval: 47,634,801 Votes against: 399,550 Abstentions: 661,407 Broker non-votes: 4,200,935



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

3.1 Certificate of Amendment (dated as of April 25, 2013) to Amended and Restated Certificate of Incorporation of Snap-on Incorporated.

3.2 Bylaws of Snap-on Incorporated (as amended and restated as of April 25, 2013).

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