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
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Date of Report (Date of earliest event reported): April 23, 2021
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Welbilt, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-37548 | 47-4625716 |
(State or other jurisdiction
of incorporation) | (Commission File
Number) | (IRS Employer
Identification No.) |
2227 Welbilt Boulevard, New Port Richey, Florida 34655
(Address of principal executive offices) (ZIP code)
(727) 375-7010
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.01 par value | | WBT | | 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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
Welbilt, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders on April 23, 2021 (the “Annual Meeting”). The final results of each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Each such proposal is further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 15, 2021.
Proposal 1. The Company’s stockholders elected the seven directors listed below to serve for one-year terms expiring at the Company’s 2022 annual meeting of stockholders or until their respective successors are duly elected and qualified by the votes indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nominees | | For | | Against | | Abstentions | | Broker Non-Votes |
| Cynthia M. Egnotovich | | 112,383,957 | | | 3,937,276 | | | 1,132,963 | | | 8,838,989 | |
| Dino J. Bianco | | 113,221,434 | | | 3,099,735 | | | 1,133,027 | | | 8,838,989 | |
| Joan K. Chow | | 102,999,748 | | | 13,321,407 | | | 1,133,041 | | | 8,838,989 | |
| Janice L. Fields | | 109,995,561 | | | 6,325,072 | | | 1,133,563 | | | 8,838,989 | |
| Brian R. Gamache | | 113,196,896 | | | 3,120,568 | | | 1,136,732 | | | 8,838,989 | |
| Andrew Langham | | 92,037,024 | | | 24,282,071 | | | 1,135,101 | | | 8,838,989 | |
| William C. Johnson | | 116,026,099 | | | 295,233 | | | 1,132,864 | | | 8,838,989 | |
Proposal 2. The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers by the votes indicated:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 107,358,131 | | | 8,912,486 | | | 1,183,579 | | | 8,838,989 | |
Proposal 3. The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 by the votes indicated:
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| For | | Against | | Abstentions |
| 125,013,794 | | | 142,601 | | | 1,136,790 | |
Proposal 4. The Company’s stockholders voted to approve an amendment of the Welbilt, Inc. 2016 Omnibus Incentive Plan to authorize an additional 5,000,000 shares to be reserved for issuance by the votes indicated:
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| For | | Against | | Abstentions | | Broker Non-Votes |
| 108,135,319 | | | 8,148,449 | | | 1,170,428 | | | 8,838,989 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No. | | Description |
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| | |
| 101 | | Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline Extensible Business Reporting Language ("iXBRL"). |
| 104 | | Cover page interactive data file (formatted in iXBRL and contained in Exhibit 101). |
SIGNATURES
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.
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| | WELBILT, INC. |
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| Date: April 26, 2021 | By: | /s/ Joel H. Horn |
| | | Joel H. Horn |
| | | Executive Vice President, General Counsel and Corporate Secretary |
