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HUB-A > SEC Filings for HUB-A > Form 8-K on 10-May-2013All Recent SEC Filings

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Form 8-K for HUBBELL INC


10-May-2013

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws;


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

On May 7, 2013, Timothy H. Powers, Chairman of the Board of Directors of Hubbell Incorporated (the "Company") announced his retirement as an executive officer of the Company. In addition, in connection with his reelection to the Company's Board of Directors, the Board appointed Mr. Powers to serve as Chairman of the Board for a term of one year.

In connection with his retirement and election to the Board, the Board of Directors made the following adjustments to Mr. Powers' compensation:

(i) Base Salary and Short-Term Incentive Award. Mr. Powers will no longer receive his base salary or be eligible to participate in the Company's short-term incentive award program commencing May 31, 2013. However, Mr. Powers will be eligible to receive a pro-rated portion of his 2013 short-term incentive award for the period of January 1, 2013 to May 31, 2013 during which he was employed by the Company, subject to the Company's achievements with respect to certain performance measures designated by the Compensation Committee for 2013.

(ii) Change in Control Severance Agreement - The Company has provided Mr. Powers with notice of nonrenewal of his Change in Control Severance Agreement pursuant to its terms.

(iii) Director Compensation. Mr. Powers will receive compensation consistent with the other non-management directors of the Company which includes:
(a) an annual base retainer of $75,000, plus a retainer of $100,000 for his service as Chairman of the Board, and a Committee retainer of $7,000 for his membership on the Finance Committee paid quarterly; (b) a restricted share grant of Class B common stock valued at $110,000 after each annual meeting of shareholders, which will vest at the next year's annual meeting of shareholders provided that he is still serving as a director at the time of the meeting; and (c) eligibility to defer receipt of his cash retainers or restricted share grant pursuant to the terms of the Company's Deferred Compensation Plan for Directors.



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

On May 7, 2013, the Company's Board of Directors approved certain amendments to the Amended and Restated By-Laws of the Company (the "By-Laws"), effective as of such date. The amendments to the By-Laws:

Add to Article I a new Section 9 "Inspectors of Election" which sets forth, among other things, the roles and responsibilities of such inspectors in connection with any meeting of shareholders.

Amend Article IV Section 3 "Other Officers" to permit the Board of Directors, by resolution, to authorize the Chief Executive Officer or President to appoint other officers to perform such duties as may be assigned.

Delete Article IV, Section 8 entitled "Chairman of the Board" and add to Article II a new Section 10 entitled "Chairman of the Board" to provide for the revised powers and responsibilities of the Chairman of the Board. With these changes, the Chairman of the Board is no longer an officer of the Company under the By-Laws, but the Board retains the ability to appoint the Chairman of the Board as an officer of the Company in its discretion.

Add to Article IV a new Section 8 "Chief Executive Officer" which sets forth the powers and responsibilities of the Chief Executive Officer.

Amend Article IV, Section 9 "President" to provide for the revised powers and responsibilities of the President in light of the new Section 8 of such Article providing for a Chief Executive Officer.

Delete Article IV, Section 12 "Assistant Secretary" and Section 14 "Assistant Treasurer."

Make certain other conforming, technical and administrative changes.

The foregoing description of the changes made in the By-Laws set forth in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the By-Laws, a copy of which was filed with the Securities and Exchange Commission as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on December 6, 2012, and is incorporated herein by reference, and the By-Laws, as amended, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.



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

The Annual Meeting of Shareholders of Hubbell Incorporated (the "Company") was held on May 7, 2013. The following are the voting results on the two proposals considered and voted upon at the meeting, both of which were described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 20, 2013.

PROPOSAL 1 - Votes regarding the persons elected to serve as Directors of the Company for the ensuing year, until the next annual meeting of shareholders of the Company and until their respective successors have been duly elected and qualified were as follows:

                                 AFFIRMATIVE       WITHHELD        BROKER
                                 VOTES             VOTES           NON-VOTES

          Carlos M. Cardoso        161,874,835       1,036,724       19,018,889
          Lynn J. Good             161,048,848       1,862,711       19,018,889
          Anthony J. Guzzi         161,130,977       1,780,582       19,018,889
          Neal J. Keating          161,134,638       1,776,921       19,018,889
          John F. Malloy           161,149,030       1,762,529       19,018,889
          Andrew McNally IV        154,599,266       8,312,293       19,018,889
          David. G. Nord           162,558,702         352,857       19,018,889
          Timothy H. Powers        160,935,904       1,975,655       19,018,889
          G. Jackson Ratcliffe     161,067,223       1,844,336       19,018,889
          Carlos A. Rodriguez      161,099,782       1,811,777       19,018,889
          John G. Russell          160,649,085       2,262,474       19,018,889
          Richard J. Swift         157,131,483       5,780,076       19,018,889

PROPOSAL 2 - Votes regarding the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year 2013 were as follows:

AFFIRMATIVE VOTES NEGATIVE VOTES ABSTAINED VOTES

181,244,217 619,115 67,116

Pursuant to the foregoing votes, the twelve nominees listed above were elected to serve on the Company's Board of Directors, and Proposal 2 was approved.


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