Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 28, 2022

Snap-on Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-07724

39-0622040

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

2801 80th Street,

Kenosha,

Wisconsin

53143-5656

(Address of Principal Executive Offices, and Zip Code)

(262) 656-5200

(Registrant’s telephone number, including area code)

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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, $1.00 par value	SNA	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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 2022 Annual Meeting of Shareholders on April 28, 2022 (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the Company’s shareholders: (i) elected 10 members of the Company’s Board of Directors to each serve a one-year term ending at the Annual Meeting of Shareholders to be held in 2023; (ii) ratified the Audit Committee’s selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for fiscal 2022; and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the 2022 Annual Meeting (the “2022 Proxy Statement”). There were 53,416,885 shares of the Company’s common stock outstanding and eligible to vote as of the close of business on February 28, 2022, the record date for the 2022 Annual Meeting.

The directors elected to the Company’s Board of Directors for terms expiring at the Annual Meeting of Shareholders to be held in 2023, and the number of votes cast for and against, as well as abstentions and broker non-votes with respect to, each individual, are set forth below:


Director	For	Against	Abstentions	Broker Non-Votes
David C. Adams	37,082,075	4,901,057	849,459	3,753,436
Karen L. Daniel	39,899,247	2,874,683	58,661	3,753,436
Ruth Ann M. Gillis	41,930,824	853,796	47,970	3,753,436
James P. Holden	38,793,432	3,974,229	64,930	3,753,436
Nathan J. Jones	39,906,149	2,859,343	67,098	3,753,436
Henry W. Knueppel	40,013,641	2,750,135	68,814	3,753,436
W. Dudley Lehman	39,866,750	2,898,450	67,390	3,753,436
Nicholas T. Pinchuk	39,149,422	3,568,628	114,540	3,753,436
Gregg M. Sherrill	40,725,251	2,054,042	53,297	3,753,436
Donald J. Stebbins	41,925,656	855,608	51,326	3,753,436

The proposal to ratify the Audit Committee’s selection of Deloitte as the Company’s independent registered public accounting firm for fiscal 2022 received the following votes:


Votes for approval:	43,194,039	Votes against:	3,336,725	Abstentions:	55,262
Broker non-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 2022 Proxy Statement, received the following votes:


Votes for approval:	38,131,959	Votes against:	4,556,995	Abstentions:	143,637
Broker non-votes:	3,753,436

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Snap-on Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.