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TEX > SEC Filings for TEX > Form 8-K on 14-May-2013All Recent SEC Filings

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Form 8-K for TEREX CORP


14-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.

(e) As described under Item 5.07 of this Current Report, on May 9, 2013, at the 2013 Annual Meeting of Stockholders (the "Annual Meeting") of Terex Corporation (the "Company"), the Company's stockholders (1) approved an amendment to the Terex Corporation 2009 Omnibus Incentive Plan (the "Omnibus Plan") to increase, by three million, the number of shares of the Company's common stock available for grant thereunder and re-approved the material terms of the performance goals under the Omnibus Plan for tax-deductibility purposes and (2) approved an amendment of the Terex Corporation Deferred Compensation Plan (the "Deferred Compensation Plan") that extends the date that matching contributions may be made under the plan until February 27, 2023.

The Omnibus Plan provides for incentive compensation in the form of (i) options to purchase stock, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) other stock awards, (v) cash awards and (vi) performance awards. A description of the material terms of the plan is set forth in Proposal 3, under the heading "Approval of the Amendment of the Terex Corporation 2009 Omnibus Incentive Plan and Re-approval of the Material Terms of the Performance Goals for Tax Deductibility Purposes" in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 29, 2013 (the "Proxy Statement"), which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Omnibus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Deferred Compensation Plan allows plan participants to defer up to (i) 20% of his/her salary, (ii) 100% of his/her bonus and (iii) 100% of his/her director fees. The plan participant's deferrals may be invested in shares of the Company's common stock or in a bond index. The Company makes a contribution of 25% of the plan participant's salary and bonus that is deferred into shares of the Company's common stock. The Company does not make a contribution with respect to any deferrals into the bond index or any deferrals by any directors. A description of the material terms of the plan is set forth in Proposal 4, under the heading "Approval of the Amendment of the Terex Corporation Deferred Compensation" in the Proxy Statement, which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Deferred Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Deferred Compensation Plan, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.



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

(a) The Company's Annual Meeting was held on May 9, 2013.

(b) At the Annual Meeting, the Company's stockholders (i) elected Ronald M. DeFeo, G. Chris Andersen, Paula H. J. Cholmondeley, Donald DeFosset, Thomas J. Hansen, Raimund Klinkner, David A. Sachs, Oren G. Shaffer, David C. Wang and Scott W. Wine to the Company's Board of Directors until the Company's next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, (iii) approved an amendment to the Omnibus Plan to increase the number of shares of the Company's common stock available for grant thereunder and re-approved the material terms of the performance goals under the Omnibus Plan for tax-deductibility purposes, (iv) approved an amendment to the Deferred Compensation Plan and (v) approved in an advisory vote, the compensation of the Company's named executive officers.

-2-

The voting results for each matter submitted to a vote of stockholders at the Company's Annual Meeting were as follows:

                                                                           Broker
                                    For         Against      Abstain     Non-Votes

Proposal 1: Election of
Directors:
Ronald M. DeFeo                  81,772,332    2,176,699     204,388     13,641,678
G. Chris Andersen                82,657,824    1,292,022     203,573     13,641,678
Paula H. J. Cholmondeley         79,427,712    4,552,482     173,225     13,641,678
Donald DeFosset                  82,243,762    1,715,120     194,537     13,641,678
Thomas J. Hansen                 83,004,130      947,134     202,155     13,641,678
Raimund Klinkner                 83,005,559      905,859     242,001     13,641,678
David A. Sachs                   82,585,195    1,366,140     202,084     13,641,678
Oren G. Shaffer                  82,068,377    1,890,605     194,437     13,641,678
David C. Wang                    82,537,985    1,422,578     192,856     13,641,678
Scott W. Wine                    82,545,307    1,413,878     194,234     13,641,678

Proposal 2: Ratification of the
selection of
PricewaterhouseCoopers LLP as    96,922,713     668,314      204,070         0
independent registered public
accounting firm for the Company
for 2012
Proposal 3: Amendment of the
Terex Corporation 2009 Omnibus
Incentive Plan to increase the
number of shares of the
Company's common stock available 80,455,450    3,304,808     393,161     13,641,678
for grant and re-approval of the
material terms of the
performance goals for tax
deductibility purposes

Proposal 4: Amendment of the
Terex Corporation Deferred
Compensation Plan to comply with 82,845,749    1,169,251     138,419     13,641,678
New York Stock Exchange
Regulations
Proposal 5: Advisory vote on the
compensation of the Company's    82,012,426    1,725,986     415,007     13,641,678
named executive officers

-3-



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
10.1 Terex Corporation Amended and Restated 2009 Omnibus Incentive Plan.
10.2 Terex Corporation Deferred Compensation Plan.

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