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): May 3, 2023
Oshkosh Corporation
(Exact name of registrant as specified in its charter)
| Wisconsin | | 1-31371 | | 39-0520270 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1917 Four Wheel Drive Oshkosh, Wisconsin | | 54902 |
| (Address of principal executive offices) | | (Zip Code) |
(920) 502-3400
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
symbol(s) | | Name of each exchange on which registered |
| Common Stock ($0.01 par value) | | OSK | | 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. |
Oshkosh Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on May 3, 2023. On May 4, 2023, the independent inspector of elections for the Annual Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote at the Annual Meeting, certifying the voting results set forth below.
The Company’s shareholders elected the following directors for terms expiring at the Company’s 2024 Annual Meeting of Shareholders by the votes indicated:
| Nominee | | Shares Voted For | | | Shares Withheld | | | Broker Non-Votes | |
| Keith J. Allman | | | 56,839,692 | | | | 642,117 | | | | 3,993,894 | |
| Douglas L. Davis | | | 56,834,736 | | | | 647,073 | | | | 3,993,894 | |
| Tyrone M. Jordan | | | 54,625,729 | | | | 2,856,080 | | | | 3,993,894 | |
| Kimberley Metcalf-Kupres | | | 56,174,177 | | | | 1,307,632 | | | | 3,993,894 | |
| Stephen D. Newlin | | | 56,139,526 | | | | 1,342,283 | | | | 3,993,894 | |
| Duncan J. Palmer | | | 56,310,776 | | | | 1,171,033 | | | | 3,993,894 | |
| David G. Perkins | | | 56,197,385 | | | | 1,284,424 | | | | 3,993,894 | |
| John C. Pfeifer | | | 56,883,947 | | | | 597,862 | | | | 3,993,894 | |
| Sandra E. Rowland | | | 56,971,078 | | | | 510,731 | | | | 3,993,894 | |
| John S. Shiely | | | 50,854,685 | | | | 6,627,124 | | | | 3,993,894 | |
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023 by the votes indicated:
| Shares Voted For | | | Shares Voted Against | | | Abstentions | |
| | 60,595,511 | | | | 840,325 | | | | 39,867 | |
The Company’s shareholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement for the Annual Meeting by the votes indicated:
| Shares Voted For | | | Shares Voted Against | | | Abstentions | | | Broker Non-Votes | |
| | 55,510,380 | | | | 1,870,341 | | | | 101,088 | | | | 3,993,894 | |
The Company’s shareholders voted to approve, on a nonbinding, advisory basis, holding a nonbinding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for future annual meetings on an annual basis by the votes indicated:
| One Year | | | Two Years | | | Three Years | | | Abstentions | | | Broker Non-Votes | |
| | 55,564,985 | | | | 46,848 | | | | 1,805,789 | | | | 64,187 | | | | 3,993,894 | |
The Company's proxy statement for the Annual Meeting also included a shareholder proposal (Proposal 5) on the subject of majority voting for directors. This proposal, however, was not acted upon at the Annual Meeting because neither the proponent nor a qualified representative of the proponent appeared at the Annual Meeting to present the proposal. Although this proposal was not acted upon at the Annual Meeting, proxies that shareholders submitted prior to the meeting included instructions to vote more shares against the proposal than for the proposal.
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.
| | OSHKOSH CORPORATION |
| | | |
| Date: May 9, 2023 | By: | /s/ Ignacio A. Cortina |
| | | Ignacio A. Cortina |
| | | Executive Vice President, Chief Legal Officer and Secretary |
