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BCO > SEC Filings for BCO > Form 8-K on 9-May-2013All Recent SEC Filings

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Form 8-K for BRINKS CO


9-May-2013

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


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

2013 Equity Incentive Plan

As noted in item 5.07 below, at the annual meeting of shareholders of The Brink's Company (the "Company") held on May 3, 2013 (the "Annual Meeting"), the Company's shareholders approved the 2013 Equity Incentive Plan (the "Plan"). A description of the material terms of the Plan is set forth on pages 59 through 64 of the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 8, 2013 and is incorporated herein by reference. The description of the Plan is qualified in its entirety by reference to the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Award Agreements

Forms of award agreements for Restricted Stock Units ("RSUs"), Market Share Units ("MSUs") and Performance Share Units ("PSUs") granted under the 2013 Equity Incentive Plan are attached as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Pursuant to the terms of any RSU, MSU or PSU award agreements between the Company and the Company's Chairman, President and Chief Executive Officer, Thomas C. Schievelbein, Mr. Schievelbein will be deemed retirement eligible for purposes of continued post-employment vesting under the awards.



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

On May 3, 2013, the Company held its Annual Meeting of Shareholders. At this meeting, the Company's shareholders (i) elected each of the persons listed below as a director for the term specified below, (ii) approved a non-binding advisory resolution on named executive officer compensation, (iii) approved the 2013 Equity Incentive Plan and (iv) approved KPMG LLP as the Company's independent registered accounting firm for 2013.

The Company's shareholders voted as follows:

Proposal 1 - Election of Directors

Term expiring in 2016:

                          For       Withheld   Broker Non-Votes

Paul G. Boynton        41,883,934   835,729       2,238,954

Murray D. Martin       42,142,547   577,116       2,238,954

Ronald L. Turner       41,916,070   803,593       2,238,954

Shareholders elected the nominees with approximately 98% in favor of each of the nominees.


Proposal 2 - Approval of a non-binding advisory resolution on named executive officer compensation

For Against Abstain Broker Non-Votes

38,643,706 899,876 3,176,082 2,238,954

Shareholders approved the advisory resolution on named executive officer compensation with approximately 98% in favor.

Proposal 3 - Approval of 2013 Equity Incentive Plan

For Against Abstain Broker Non-Votes

37,229,232 5,469,239 21,193 2,238,954

Shareholders approved the 2013 Equity Incentive Plan with approximately 87% in favor.

Proposal 4 - Approval of KPMG LLP as the Company's independent registered public accounting firm for 2013

For Against Abstain Broker Non-Votes

44,548,724 398,142 11,752 0

Shareholders approved KPMG LLP as the Company's independent registered public accounting firm with approximately 99% in favor.



Item 7.01. Regulation FD Disclosure.

On May 9, 2013, The Brink's Company updated the slides that it uses for meetings with investors and analysts. A copy of the updated slides is furnished as Exhibit 99.1 hereto.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 2013 Equity Incentive Plan, effective as of February 22, 2013

10.2 Form of Restricted Stock Units Award Agreement, effective May 3, 2013

10.3 Form of Market Share Units Award Agreement, effective May 3, 2013

10.4 Form of Performance Share Units Award Agreement, effective May 3, 2013

99.1 Updated slide presentation of The Brink's Company


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