SMITH A O CORP false 0000091142 0000091142 2020-04-15 2020-04-15





Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2020


A. O. Smith Corporation

(Exact name of registrant as specified in its charter)







(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

11270 West Park Place, Milwaukee, Wisconsin 53224

(Address of principal executive offices, including zip code)

(414) 359-4000

(Registrant’s telephone number)


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 (see General Instruction A.2. below):

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 204.14a-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 13-e4(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





Name of each exchange

on which registered

Common Stock (par value $1.00 per share)




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 (§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  

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

On April 15, 2020, A. O. Smith Corporation (“the Company”) issued a news release announcing that, effective May 1, 2020, Ajita G. Rajendra, 68, will retire as Executive Chairman of the Company. Mr. Rajendra will remain a member of the Board of Directors. Effective at the time of Mr. Rajendra’s retirement as Executive Chairman, Kevin J. Wheeler will assume the role of Chairman of the Company. Mr. Wheeler, 60, currently serves and will continue to serve as the Company’s President and Chief Executive Officer. From 2013 to 2017, Mr. Wheeler held the position of senior vice president of the Company and president and general manager of its North America, India, Europe Water Heating and Export business. From 2017 to 2018, he was president and chief operating officer of our Company. A copy of the Company’s news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

The following exhibit is being filed herewith:




News Release of A. O. Smith Corporation, dated April 15, 2020




Cover Page Interactive Data File (embedded with the Inline XBRL document)


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.





Date: April 16, 2020





/s/ James F. Stern




James F. Stern

Executive Vice President,

General Counsel and Secretary

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