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HI > SEC Filings for HI > Form 8-K on 27-Feb-2014All Recent SEC Filings

Show all filings for HILLENBRAND, INC.

Form 8-K for HILLENBRAND, INC.


27-Feb-2014

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


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

(c) On February 27, 2014, Hillenbrand, Inc. (the "Company") announced that Elizabeth E. Dreyer, the Company's Vice President, Controller and Chief Accounting Officer, will serve as the Company's interim Chief Financial Officer, effective April 1, 2014. Ms. Dreyer, 51, has been the Company's Chief Accounting Officer since December 2010. Prior to joining the Company, Ms. Dreyer served as Vice President of Finance at Zimmer, Inc. (NYSE: ZMH), an orthopedic medical device provider. Prior to joining Zimmer, she was the Chief Financial Officer for Createc Corporation. Ms. Dreyer has also held management roles in finance, organizational effectiveness, and audit at ADESA, Inc., Guidant Corporation, and Deloitte. Ms. Dreyer is a Certified Public Accountant.

(e) Effective February 26, 2014, the Company entered into new change in control agreements with its executive officers, including its named executive officers. The new agreements are modeled after the change in control agreement the Company had previously entered into with its President and CEO Joe A. Raver. The new agreements replace the executives' existing change in control agreements.

The new change in control agreements provide for similar rights and benefits as provided in the executives' prior agreements, except that the new agreements provide benefits only in the event of termination of employment in connection with a change in control of the Company (a "double-trigger"). The prior change in control agreements with certain of the executives had provided certain benefits upon a single-trigger. The rights and benefits provided in the new agreements include severance equal to two times base salary (three times for Mr. Raver), continued health and medical insurance for two years (three years for Mr. Raver), and acceleration of then-outstanding short-term and long-term incentive compensation awards. These rights and benefits are subject to certain customary non-competition obligations and are contingent upon the execution of a release.

In addition, like the agreement previously entered into with Mr. Raver, the rights and benefits provided in the new change in control agreements are not subject to the tax gross-ups that were provided in the prior agreements with certain executives.

The new change in control agreements also include minor revisions to the definition of a "change in control," compared to that found in the prior agreements, in order to harmonize the executives' agreements with the Company's stock incentive plan.

The foregoing description of the change in control agreements does not purport to be complete and is qualified in its entirety by reference to the text of such agreements. A copy of the form of the agreement entered into by the Company's executives is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

(e) On February 26, 2014, the Company's shareholders approved the amendment and restatement of the Hillenbrand, Inc. Stock Incentive Plan at the annual meeting of shareholders held that day. This Plan had been adopted by the Company's Board of Directors on December 4, 2013, subject to shareholder approval at the annual meeting.

The material terms of this Plan are summarized in the Company's definitive proxy statement for its 2014 annual meeting of shareholders, filed with the SEC on January 8, 2014. A copy of this Plan is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

(e) On February 26, 2014, the Company's shareholders approved the amendment and restatement of the Hillenbrand, Inc. Short-Term Incentive Compensation Plan for Key Executives at the annual meeting of shareholders held that day. This Plan had been adopted by the Company's Board of Directors on December 4, 2013, subject to shareholder approval at the annual meeting.


The material terms of this Plan are summarized in the Company's definitive proxy statement for its 2014 annual meeting of shareholders, filed with the SEC on January 8, 2014. A copy of this Plan is attached as Exhibit 10.3 hereto and is incorporated herein by reference.



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

The Company held its annual meeting of shareholders on February 26, 2014. Matters voted upon at the meeting were as follows:

(1) the election of five members to the Company's Board of Directors;

(2) the approval, by a non-binding advisory vote, of the compensation paid by the Company to its named executives;

(3) the approval of the amendment and restatement of the Hillenbrand, Inc. Stock Incentive Plan;

(4) the approval of the amendment and restatement of the Hillenbrand, Inc. Short-Term Incentive Plan for Key Executives; and

(5) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014.

The final results of the votes taken at the meeting were as follows:

Proposal 1:  Election of Five Members to the Company's Board of Directors:



Election of Four Members in Class III:



                                                                 Percentage of
                                                      Broker      Votes Cast
Director's Name        Votes For    Votes Withheld   Non-Votes     In Favor
W August Hillenbrand   49,675,201      980,466       5,842,473      98.06%
Thomas H. Johnson      49,271,303     1,384,364      5,842,473      97.27%
Neil S. Novich         49,808,163      847,504       5,842,473      98.33%
Joe A. Raver           49,684,308      971,359       5,842,473      98.08%

Election of One Member in Class II:



                                                            Percentage of
                                                 Broker      Votes Cast
Director's Name   Votes For    Votes Withheld   Non-Votes     In Favor
Joy M. Greenway   48,973,488     1,682,179      5,842,473      96.68%

Proposal 2: Approval, by a Non-Binding Advisory Vote, of the Compensation Paid by the Company to its Named Executive Officers:

                                                           Percentage of
                                                Broker      Votes Cast
Votes For    Votes Against   Votes Abstained   Non-Votes     In Favor
49,133,327      719,648          802,692       5,842,473      98.56%


Proposal 3: Approval of the Amendment and Restatement of the Hillenbrand, Inc. Stock Incentive Plan:

                                                           Percentage of
                                                Broker      Votes Cast
Votes For    Votes Against   Votes Abstained   Non-Votes     In Favor
46,623,215     3,951,675         80,777        5,842,473      92.19%

Proposal 4: Approval of the Amendment and Restatement of the Hillenbrand, Inc. Short-Term Incentive Compensation Plan for Key Executives:

                                                           Percentage of
                                                Broker      Votes Cast
Votes For    Votes Against   Votes Abstained   Non-Votes     In Favor
48,692,641     1,871,287         91,739        5,842,473      96.30%

Proposal 5: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for 2014:

                                                           Percentage of
                                                Broker      Votes Cast
Votes For    Votes Against   Votes Abstained   Non-Votes     In Favor
54,147,610     1,796,682         553,848           0          96.79%




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number                               Description
     10.1        Form of Change in Control Agreement between Hillenbrand, Inc. and
                 its executive officers, including its named executive officers

     10.2        Hillenbrand, Inc. Stock Incentive Plan

     10.3        Hillenbrand, Inc. Short-Term Incentive Compensation Plan for Key
                 Executives


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