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ROK > SEC Filings for ROK > Form 8-K on 10-Feb-2014All Recent SEC Filings

Show all filings for ROCKWELL AUTOMATION INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ROCKWELL AUTOMATION INC


10-Feb-2014

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


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

On February 5, 2014, the Board of Directors of Rockwell Automation, Inc. (the "Company") amended the Company's By-laws to delete Section 8(E) of Article II, which provided that a person would not qualify for service as a director of the Company if he or she receives compensation for service as a director of the Company from any person or entity other than the Company, subject to limited exceptions. The above description of the amendment is not complete and is qualified in its entirety by reference to Registrant's By-Laws, as amended, a copy of which is filed herewith as Exhibit 3.2 and is incorporated herein by reference.



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

(a) The annual meeting of shareowners of the Company was held on February 4, 2014. The final results for each of the matters submitted to a vote of shareowners at the annual meeting are set forth below.

(b) At the annual meeting, the shareowners:

(i) voted to elect three directors of the Company. Each nominee for director was elected to a term expiring in 2017 and by a vote of the shareowners as follows:

                                 Affirmative         Votes            Broker
                                    Votes           Withheld         Nonvotes
           Steven R. Kalmanson     68,746,982       32,872,630       14,846,168
           James P. Keane          73,501,559       28,118,053       14,846,168
           Donald R. Parfet        73,430,292       28,189,320       14,846,168

(ii) voted on a proposal to approve the selection by the Audit Committee of the Company's Board of Directors of the firm of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2014. The proposal was approved by a vote of the shareowners as follows:

                        Affirmative votes     114,986,491
                        Negative votes          1,184,949
                        Abstentions               294,430

(iii) voted on a proposal to approve on an advisory basis the compensation of the Company's named executive officers as set forth in the Company's proxy statement for the February 4, 2014 annual meeting. The proposal was approved on an advisory basis by a vote of the shareowners as follows:

(Page 2 of 4 Pages)

--------------------------------------------------------------------------------
                         Affirmative votes     97,529,220
                         Negative votes         2,448,652
                         Abstentions            1,641,740
                         Broker Nonvotes       14,846,168

(iv) voted on a shareholder proposal to approve on an advisory basis a majority vote standard in uncontested elections of directors as set forth in the Company's proxy statement for the February 4, 2014 annual meeting. The proposal was approved on an advisory basis by a vote of the shareowners as follows:

                         Affirmative votes     61,631,134
                         Negative votes        34,660,068
                         Abstentions            2,740,636
                         Broker Nonvotes       16,986,824



Item 9.01 Financial Statements and Exhibits.

(c) Exhibit

3.1 Amendments to By-Laws of Registrant

3.2 By-Laws of Registrant, as amended

(Page 3 of 4 Pages)


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