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WBC > SEC Filings for WBC > Form 8-K on 5-Jun-2013All Recent SEC Filings

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Form 8-K for WABCO HOLDINGS INC.


5-Jun-2013

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


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

On May 30, 2013, the stockholders of WABCO Holdings Inc. (the "Company") voted to approve the Amended and Restated WABCO Holdings Inc. 2009 Omnibus Incentive Plan (the "Omnibus Incentive Plan"). The principal modifications in the Omnibus Incentive Plan included (i) modifying the manner in which certain types of awards count against the number of shares of common stock authorized for issuance under the Omnibus Incentive Plan, thereby eliminating the separate limit for restricted stock and restricted stock units, (ii) creating a new class of equity based incentive awards under the Omnibus Incentive Plan as a catch-all category with a separate maximum individual limit, and (iii) making other clarifying and administrative amendments. The number of shares available for grant under the Omnibus Incentive Plan was not increased.

The material terms of the Omnibus Incentive Plan are summarized on pages 53-59 of the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2013 (the "Proxy Statement"), which description is incorporated by reference herein. This description is qualified in its entirety by reference to the Omnibus Incentive Plan, a copy of which is included as Appendix C to the Proxy Statement.



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

A total of 58,652,240 (93.4%) of the Company's issued and outstanding common shares held of record on April 5, 2013 were present either in person or by proxy at the Company's 2013 Annual Meeting of Shareholders held on May 30, 2013 (the "Annual Meeting"). The information below is a summary of the final voting results on the proposals considered and voted upon at the meeting.

Election of Directors

The following persons were duly elected as directors of the Company for new
terms which will expire at the Company's Annual Meeting of Shareholders in 2016,
or until their successors are duly elected and qualified. The table below sets
forth the voting results for each nominee:



                                                     Votes          Broker
            Nominee               Votes For        Withheld        Non-Votes
            Jacques Esculier       54,356,149       1,030,423       3,265,668
            Kenneth J. Martin      54,561,248         825,324       3,265,668
            Donald J. Stebbins     54,497,162         889,410       3,265,668

Ratification of Auditors

At the Annual Meeting, the Company's stockholders ratified the appointment of
Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs d'Entreprises SCCRL as the
Company's independent registered public accounting firm for the year ending
December 31, 2013. Set forth below is the result of the stockholder vote on this
proposal:



                                                             Votes                             Broker
Proposal                                   Votes For        Against        Abstentions       Non-Votes
Ratification of Accountants for Fiscal
Year 2013                                   58,608,303        39,355              4,582              -

Approval of Amended and Restated Omnibus Incentive Plan

At the Annual Meeting, the Company's stockholders voted to approve the Omnibus
Incentive Plan. Set forth below is the result of the stockholder vote on this
proposal:



                                                              Votes                              Broker
Proposal                                  Votes For          Against         Abstentions        Non-Votes
Approval of the Amended and Restated
WABCO Holdings Inc. 2009 Omnibus
Incentive Plan                             53,298,002        2,078,872              9,698        3,265,668


--------------------------------------------------------------------------------
Advisory Vote on Executive Compensation

At the Annual Meeting, the Company's stockholders voted to approve, on an advisory basis, the executive compensation of the Company's named executive officers. Set forth below is the result of the stockholder vote on this proposal:

                                                              Votes                             Broker
Proposal                                   Votes For         Against        Abstentions        Non-Votes
Approve, on an Advisory Basis, the
Compensation Paid to the Company's
Named Executive Officers
("Say-on-Pay")                              54,928,564        432,099             25,909        3,265,668



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                               Description of Document

10.1         Amended and Restated WABCO Holdings Inc. 2009 Omnibus Incentive Plan
             (incorporated by reference to Appendix C to the Company's definitive
             proxy statement on Schedule 14A filed with the Securities and Exchange
             Commission on April 19, 2013).


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