Form 8-K

 

 

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): April 30, 2015

 

 

 

LOGO

(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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2015 Annual Meeting of Shareholders of Snap-on Incorporated (the “Company”) on April 30, 2015 (the “2015 Annual Meeting”), the Company’s shareholders approved the amendment and restatement of the Snap-on Incorporated 2011 Incentive Stock and Awards Plan (the “2011 Plan”) in order to increase the number of shares authorized for future issuance pursuant to the 2011 Plan by 4,100,000 shares and to make other minor, and primarily administrative or clarifying, changes.

The 2011 Plan is designed to motivate participating officers, employees and directors by offering them the opportunity to acquire shares of the Company’s common stock, receive monetary payments based on the value of those shares or receive other incentive compensation. The 2011 Plan is a cash and stock-based incentive plan, and allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or performance units, and other management incentive awards, as described in the Company’s Definitive Proxy Statement for the 2015 Annual Meeting (the “2015 Proxy Statement”).

The full text of the 2011 Plan, as amended and restated, was included as Appendix A to the 2015 Proxy Statement, which was filed with the Securities and Exchange Commission on March 12, 2015, and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2015 Annual Meeting on April 30, 2015. The Company’s shareholders: (i) elected seven members of the Company’s Board of Directors, who were up for election, to each serve a one-year term ending at the 2016 Annual Meeting; (ii) ratified the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015; (iii) approved the amendment and restatement of the 2011 Plan; and (iv) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the 2015 Proxy Statement. There were 58,321,868 shares of the Company’s common stock outstanding and eligible to vote as of the close of business on March 2, 2015, the record date for the 2015 Annual Meeting.

The directors elected to the Company’s Board for terms expiring at the 2016 Annual Meeting, and the number of votes cast for and against, as well as abstentions and broker non-votes with respect to, each of these individuals, are set forth below:

 

Director

   For      Against      Abstentions      Broker Non-Votes  

Karen L. Daniel

     46,123,283         442,399         98,460         5,165,352   

Ruth Ann M. Gillis

     46,158,030         419,220         97,552         5,165,352   

Nathan J. Jones

     46,155,492         418,977         100,333         5,165,352   

Henry W. Knueppel

     46,333,927         239,666         101,209         5,165,352   

Nicholas T. Pinchuk

     44,494,674         2,039,950         140,179         5,165,352   

Gregg M. Sherrill

     46,461,629         109,624         103,550         5,165,352   

Donald J. Stebbins

     45,441,314         1,132,961         100,527         5,165,352   

The terms of office for John F. Fiedler, James P. Holden and W. Dudley Lehman, who were not up for election at the 2015 Annual Meeting, continue until the 2016 Annual Meeting.


The proposal to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015 received the following votes:

 

Votes for approval:

49,531,738 Votes against: 2,174,203 Abstentions: 133,979

Broker non-votes:

0

The proposal to amend and restate the 2011 Plan received the following votes:

 

Votes for approval:

39,585,376 Votes against: 6,874,525 Abstentions: 214,901

Broker non-votes:

5,165,352

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 2015 Proxy Statement, received the following votes:

 

Votes for approval:

45,685,148 Votes against:    778,706 Abstentions: 210,948

Broker non-votes:

5,165,352

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

10.1

Snap-on Incorporated 2011 Incentive Stock and Awards Plan, as amended and restated as of April 30, 2015 (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for its 2015 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 12, 2015).

*    *    *    *    *


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: May 1, 2015 By:

/s/ Irwin M. Shur

Irwin M. Shur
Vice President, General Counsel and Secretary


Snap-on Incorporated

Exhibit Index

to

Form 8-K, dated April 30, 2015

 

Exhibit
Number

  

Description

10.1    Snap-on Incorporated 2011 Incentive Stock and Awards Plan, as amended and restated as of April 30, 2015 (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for its 2015 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 12, 2015).