UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 10, 2023 (February 7, 2023)
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Rockwell Automation, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-12383 | 25-1797617 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
1201 South Second Street
Milwaukee, Wisconsin 53204
(Address of principal executive offices, including zip code)
+1 (414) 382-2000
(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Stock ($1.00 par value) | ROK | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
☐ Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
| 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 7, 2023. The final results of 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 four directors of the Company for a term expiring at the annual meeting in 2026. Each nominee was elected by a vote of the shareowners as follows:
| Affirmative Votes | Votes Withheld | Broker Nonvotes | |||||||||||||||
| William P. Gipson | 75,676,594 | 11,867,643 | 10,998,494 | ||||||||||||||
| Pam Murphy | 85,531,826 | 2,012,411 | 10,998,494 | ||||||||||||||
| Donald R. Parfet | 78,363,869 | 9,180,368 | 10,998,494 | ||||||||||||||
| Robert W. Soderbery | 82,864,103 | 4,680,134 | 10,998,494 | ||||||||||||||
ii.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 7, 2023, annual meeting with the approval of approximately 86% of the votes cast. The proposal was approved on an advisory basis by a vote of the shareowners as follows:
| Affirmative votes | 75,769,108 | ||||
| Negative votes | 11,389,894 | ||||
| Abstentions | 385,235 | ||||
| Broker Nonvotes | 10,998,494 | ||||
iii.voted on a proposal to approve on an advisory basis the frequency of the shareowner vote on the compensation of the Company's named executive officers. The proposal was approved on an advisory basis by a of the shareowners as follows:
| 1 year | 86,004,352 | ||||
| 2 years | 142,323 | ||||
| 3 years | 1,148,342 | ||||
| Abstentions | 249,220 | ||||
iv.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 2023. The proposal was approved by a vote of the shareowners as follows:
| Affirmative votes | 93,892,937 | ||||
| Negative votes | 4,124,275 | ||||
| Abstentions | 525,519 | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROCKWELL AUTOMATION, INC. | |||||||||||
| (Registrant) | |||||||||||
| By | /s/ REBECCA W. HOUSE | ||||||||||
| Rebecca W. House | |||||||||||
| Senior Vice President, Chief People and Legal Officer and Secretary | |||||||||||
Date: February 10, 2023