Smith A O Corp 8-K, filed Apr 20, 2020
Smith A O Corp (AOS)
About this 8-K
Smith A O Corp filed this 8-K on April 20, 2020, reporting on events of April 15, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
A. O. Corporation (the “Company”) held its Annual Meeting of Stockholders on April 15, 2020, for the purposes of the election of the Company’s Board of Directors, to hold an advisory vote to approve the compensation of our named executive officers, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 and to approve an amendment of the A. O. Smith Combined Incentive Compensation Plan and increase of authorized shares of Common Stock by 2,400,000.
The voting results for the election of the Company’s Board of Directors were as follows:
| Class A Common Stock |
Authority |
Broker |
||||||||||
| Directors |
For |
Withheld |
Non-Vote |
|||||||||
| Ronald D. Brown |
25,169,931 |
0 |
0 |
|||||||||
| Paul W. Jones |
25,169,931 |
0 |
0 |
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| Ajita G. Rajendra |
25,169,931 |
0 |
0 |
|||||||||
| Bruce M. Smith |
25,169,931 |
0 |
0 |
|||||||||
| Mark D. Smith |
25,169,931 |
0 |
0 |
|||||||||
| Kevin J. Wheeler |
25,169,931 |
0 |
0 |
|||||||||
| Common Stock |
Authority |
Broker |
||||||||||
| Directors |
For |
Withheld |
Non-Vote |
|||||||||
| William P. Greubel |
76,178,493 |
34,280,617 |
8,304,161 |
|||||||||
| Dr. Ilham Kadri |
108,987,498 |
1,471,612 |
8,304,161 |
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| Idelle K. Wolf |
105,094,062 |
5,365,048 |
8,304,161 |
|||||||||
| Gene C. Wulf |
97,615,117 |
12,843,993 |
8,304,161 |
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The advisory voting results for the approval of the compensation of the Company’s named executive officers were as follows:
| Total Votes |
||||
| For |
35,456,449 |
|||
| Against |
719,651 |
|||
| Abstain |
39,742 |
|||
| Broker Non-Votes |
830,416 |
|||
The voting results for the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020, were as follows
| Total Votes |
||||
| For |
36,610,115 |
|||
| Against |
423,976 |
|||
| Abstain |
12,167 |
|||
| Broker Non-Votes |
0 |
|||
The voting results for to approve an amendment of the A. O. Smith Combined Incentive Compensation Plan and increase of authorized shares of Common Stock by 2,400,000, were as follows:
| Total Votes |
||||
| For |
35,522,353 |
|||
| Against |
676,243 |
|||
| Abstain |
17,246 |
|||
| Broker Non-Votes |
830,416 |
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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.
| A. O. SMITH CORPORATION | ||||||
| Date: April 20, 2020 |
By: |
/s/ James F. Stern | ||||
| James F. Stern | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||