UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | December 10, 2005 |
Hillenbrand Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Indiana | 1-6651 | 35-1160484 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 700 State Route 46 East, Batesville, Indiana | 47006-8835 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (812) 934-7000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
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))
Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Short-Term Incentive Compensation Program
On December 10, 2005, the Board of Directors of Hillenbrand Industries, Inc., based on a recommendation from its Compensation and Management Development Committee (the "Committee"), approved an Amended and Restated Short-Term Incentive Compensation Program (the "Amended Program"). The Amended Program amends the previously adopted Short-Term Incentive Compensation Program to conform to certain terms and conditions contained in the Short-Term Incentive Compensation Plan for fiscal 2006 approved by the Committee and disclosed in Hillenbrand's Form 8-K dated September 30, 2005, which disclosure is incorporated herein by reference. Specifically, the Amended Program reduces the maximum Incentive Compensation Opportunity (as this term is used in the Amended Program) for the Chief Financial Officer from 75% to 50% and provides the Committee with the flexibility to base all or part of compensation under the Amended Program on non-financial crite ria.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Hillenbrand Industries, Inc. Amended and Restated Short-Term Incentive Compensation Program
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.
| Hillenbrand Industries, Inc. | ||||
| December 15, 2005 | By: | Gregory N. Miller | ||
| Name: Gregory N. Miller | ||||
| Title: Senior Vice President and Chief Financial Officer | ||||
| Hillenbrand Industries, Inc. | ||||
| December 15, 2005 | By: | Richard G. Keller | ||
| Name: Richard G. Keller | ||||
| Title: Vice President - Controller and Chief Accounting Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
10.1 | Hillenbrand Industries, Inc. Amended and Restated Short-Term Incentive Compensation Program |