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

 

 

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 15, 2020

 

A. O. Smith Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-475

 

39-0619790

(State or other jurisdiction

of incorporation)

 

(Commission

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

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock (par value $1.00 per share)

 

AOS

 

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 5.07. 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

 

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

 

Idelle K. Wolf

   

105,094,062

     

5,365,048

     

8,304,161

 

Gene C. Wulf

   

97,615,117

     

12,843,993

     

8,304,161

 

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

 


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

AO Smith (NYSE:AOS)
Historical Stock Chart
From Oct 2020 to Nov 2020 Click Here for more AO Smith Charts.
AO Smith (NYSE:AOS)
Historical Stock Chart
From Nov 2019 to Nov 2020 Click Here for more AO Smith Charts.