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: June 23, 2011
Date of Earliest Event Reported: June 17, 2011
Sauer-Danfoss Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other
jurisdiction of incorporation) | | 1-14097 (Commission
File Number) | | 36-3482074 (I.R.S. Employer
Identification No.) |
2800 East 13th Street Ames, Iowa | | 50010 |
(Address of principal executive offices) | | (U.S. Zip Code) |
Registrant’s telephone number, including area code: (515) 239-6000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 | Corporate Governance and Management |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on June 17, 2011 at which the stockholders elected ten directors, ratified the appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2011, reapproved the Company’s 2006 Omnibus Incentive Plan, gave advisory approval of the compensation of the Company’s named executive officers, and gave advisory approval of a three-year frequency for future votes on executive compensation. Results of the voting in connection with each issue were as follows:
Voting on Directors: | | For | | Withhold | | Abstain | | Non-Votes | |
| | | | | | | | | |
Niels B. Christiansen | | 42,309,351 | | 3,041,397 | | 0 | | 1,089,488 | |
Jørgen M. Clausen | | 44,440,064 | | 910,684 | | 0 | | 1,089,488 | |
Kim Fausing | | 42,310,580 | | 3,040,168 | | 0 | | 1,089,488 | |
Richard J. Freeland | | 44,776,658 | | 574,090 | | 0 | | 1,089,488 | |
Per Have | | 42,310,580 | | 3,040,168 | | 0 | | 1,089,488 | |
William E. Hoover, Jr. | | 44,462,108 | | 888,640 | | 0 | | 1,089,488 | |
Johannes F. Kirchhoff | | 44,586,688 | | 764,060 | | 0 | | 1,089,488 | |
Sven Ruder | | 41,354,699 | | 3,996,049 | | 0 | | 1,089,488 | |
Anders Stahlschmidt | | 42,310,251 | | 3,040,497 | | 0 | | 1,089,488 | |
Steven H. Wood | | 44,863,352 | | 487,396 | | 0 | | 1,089,488 | |
Proposal: | | For | | Against | | Abstain | | Non-Votes | |
| | | | | | | | | |
Ratification of Independent Registered Public Accounting Firm | | 46,368,273 | | 66,114 | | 5,849 | | 0 | |
Reapproval of Omnibus Incentive Plan | | 45,171,450 | | 166,242 | | 13,056 | | 1,089,488 | |
Executive Compensation | | 45,222,973 | | 107,782 | | 19,993 | | 1,089,488 | |
| | 3 years | | 2 years | | 1 year | | Abstain | | Non-Votes | |
| | | | | | | | | | | |
Frequency of Executive Compensation Votes | | 38,679,092 | | 199,972 | | 6,450,479 | | 21,205 | | 1,089,488 | |
Based on the results listed above, the Company has determined that it will seek advisory stockholder approval of the compensation of the Company’s named executive officers once every three years.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SAUER-DANFOSS INC. |
| |
DATE: June 23, 2011 | |
| |
| By: | /s/ Kenneth D. McCuskey |
| Name: | Kenneth D. McCuskey |
| Title: | Vice President and Chief Accounting Officer |
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