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PH > SEC Filings for PH > Form 8-K on 29-Oct-2012All Recent SEC Filings

Show all filings for PARKER HANNIFIN CORP



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

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

(e) On October 24, 2012, the shareholders of Parker-Hannifin Corporation (the "Company") approved the Amended and Restated Parker-Hannifin Corporation 2009 Omnibus Stock Incentive Plan (the "2009 Plan"). The 2009 Plan was amended and restated to (i) increase the number of shares of common stock of the Company available under the 2009 Plan by 9,200,000 shares, (ii) revise the "fungible" share ratio at which "full value" awards are counted against the 2009 Plan share reserve to maintain appropriate parity between full value awards and stock options and stock appreciation rights, and (iii) make other minor amendments, such as expressly prohibiting (A) the grant of dividend equivalents with respect to stock options or stock appreciation rights, and (B) the current payment of dividends or dividend equivalents on unearned performance-based awards. The foregoing summary of the amendments to the 2009 Plan is qualified in its entirety by reference to the 2009 Plan, which is filed as Exhibit 10.1 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 Annual Meeting of the Shareholders of the Company was held on October 24, 2012.

(b)(i) The Shareholders elected the following directors for a term expiring at the Annual Meeting of Shareholders in 2013, as follows:

                              Votes For        Votes Withheld       Broker Non-Votes
     Robert G. Bohn           120,991,169            2,977,909              9,088,829
     Linda S. Harty           120,981,316            2,987,762              9,088,829
     William E. Kassling      120,379,484            3,589,594              9,088,829
     Robert J. Kohlhepp       121,296,083            2,672,995              9,088,829
     Klaus-Peter Müller       120,805,893            3,163,185              9,088,829
     Candy M. Obourn          121,367,424            2,601,654              9,088,829
     Joseph M. Scaminace      119,702,676            4,266,402              9,088,829
     Wolfgang R. Schmitt      120,046,730            3,922,348              9,088,829
     Ċke Svensson             121,047,845            2,921,233              9,088,829
     James L. Wainscott       121,377,875            2,591,203              9,088,829
     Donald E. Washkewicz     119,019,679            4,949,399              9,088,829

(ii) The Shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2013, as follows:

For: 130,487,020

Against: 1,907,086

Abstain: 663,801

(iii) The Shareholders approved, on a non-binding, advisory basis, the compensation of the named executive officers of the Company, as follows:

For: 114,900,069

Against: 7,869,799

Abstain: 1,196,936

Broker Non-Votes: 9,088,829

(iv) The Shareholders approved the Amended and Restated Parker-Hannifin 2009 Omnibus Stock Incentive Plan, as follows:

For: 102,883,239

Against: 20,292,630

Abstain: 790,935

Broker Non-Votes: 9,088,829

(v) The Shareholders did not approve a shareholder proposal to amend the Company's Code of Regulations to separate the roles of Chairman of the Board and Chief Executive Officer, as follows:

For: 27,302,499

Against: 95,806,419

Abstain: 857,886

Broker Non-Votes: 9,088,829

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.       Description of Exhibit

10.1              Amended and Restated Parker-Hannifin Corporation 2009 Omnibus
                  Stock Incentive Plan incorporated by reference to Appendix A to
                  the Registrant's Definitive Proxy Statement filed with the
                  Securities and Exchange Commission on September 24, 2012
                  (Commission File No. 1-4982).

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