UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): April 27, 2017
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-7724 | | 39-0622040 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
2801 80th Street, Kenosha, Wisconsin 53143-5656
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (262)656-5200
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. |
Snap-on Incorporated (the “Company”) held its 2017 Annual Meeting of Shareholders on April 27, 2017 (the “2017 Annual Meeting”). At the 2017 Annual Meeting, the Company’s shareholders: (i) elected 10 members of the Company’s Board of Directors to each serve aone-year term ending at the 2018 Annual Meeting; (ii) ratified the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2017; (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the 2017 Annual Meeting (the “2017 Proxy Statement”); and (iv) approved, on an advisory basis, the holding of future advisory votes to approve named executive officer compensation annually. There were 57,968,156 shares of the Company’s common stock outstanding and eligible to vote as of the close of business on February 27, 2017, the record date for the 2017 Annual Meeting.
The directors elected to the Company’s Board for terms expiring at the 2018 Annual Meeting, and the number of votes cast for and against, as well as abstentions and brokernon-votes with respect to, each of these individuals, are set forth below:
| | | | | | | | | | | | | | | | |
Director | | For | | | Against | | | Abstentions | | | Broker Non-Votes | |
David C. Adams | | | 45,365,728 | | | | 552,063 | | | | 78,842 | | | | 4,312,976 | |
Karen L. Daniel | | | 44,185,174 | | | | 1,732,306 | | | | 79,154 | | | | 4,312,976 | |
Ruth Ann M. Gillis | | | 44,927,265 | | | | 958,872 | | | | 110,496 | | | | 4,312,976 | |
James P. Holden | | | 45,092,290 | | | | 793,523 | | | | 110,821 | | | | 4,312,976 | |
Nathan J. Jones | | | 44,888,114 | | | | 992,937 | | | | 115,583 | | | | 4,312,976 | |
Henry W. Knueppel | | | 45,178,045 | | | | 705,899 | | | | 112,690 | | | | 4,312,976 | |
W. Dudley Lehman | | | 44,279,305 | | | | 1,637,913 | | | | 79,416 | | | | 4,312,976 | |
Nicholas T. Pinchuk | | | 43,481,267 | | | | 2,388,036 | | | | 127,331 | | | | 4,312,976 | |
Gregg M. Sherrill | | | 45,090,370 | | | | 801,535 | | | | 104,729 | | | | 4,312,976 | |
Donald J. Stebbins | | | 45,283,077 | | | | 604,252 | | | | 109,305 | | | | 4,312,976 | |
The proposal to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2017 received the following votes:
| | | | | | | | | | |
Votes for approval: | | 48,036,934 | | Votes against: | | 2,189,571 | | Abstentions: | | 83,105 |
Brokernon-votes: | | 0 | | | | | | | | |
The advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation Information” in the 2017 Proxy Statement, received the following votes:
| | | | | | | | | | |
Votes for approval: | | 44,104,178 | | Votes against: | | 1,660,927 | | Abstentions: | | 231,449 |
Brokernon-votes: | | 4,313,056 | | | | | | | | |
The advisory vote related to the frequency of future advisory votes to approve named executive officer compensation received the following votes:
| | | | | | | | | | |
1 Year: | | 42,595,171 | | 2 Years: | | 141,983 | | 3 Years: | | 3,100,852 |
Abstentions: | | 158,547 | | Broker non-votes: | | 4,313,056 | | | | |
Based on the results of the advisory vote related to the frequency of future advisory votes to approve named executive officer compensation and other factors, the Company’s Board determined that it will continue to hold future advisory votes to approve executive compensation annually until the next required shareholder vote on the frequency of these votes.
* * * * *
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.
| | | | | | |
| | | | SNAP-ON INCORPORATED |
| | | |
| Date: April 28, 2017 | | | | By: | | /s/ Irwin M. Shur |
| | | | | | Irwin M. Shur |
| | | | | | Vice President, General Counsel and Secretary |
