0001417398 false 0001417398 2020-03-31 2020-04-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 1, 2020

 

HILLENBRAND, INC.

(Exact Name of Registrant as Specified in Charter)

  

Indiana   1-33794   26-1342272
(State of Incorporation)  

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

One Batesville Boulevard    
Batesville, Indiana   47006
(Address of Principal Executive Office)   (Zip Code)

 

Registrant’s telephone number, including area code:   (812) 934-7500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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))

 

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, without par value   HI   New York Stock Exchange

 

Indicate by the check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 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.

 

Effective on April 1, 2020, in light of the difficult business climate and other effects of the COVID-19 pandemic and related economic responses, Joe A. Raver, President and Chief Executive Officer of Hillenbrand, Inc. (“Hillenbrand” or the “Company”), has voluntarily agreed to reduce his base salary by 30% through at least the end of the fiscal year. In addition, the Company has cancelled all regularly scheduled merit-based salary increases for salaried US- and Canada-based employees at the Company and its operating companies, including for its named executive officers. Additional actions may be implemented as we continue to assess the ongoing impact of the COVID-19 pandemic on the Company.

 

Item 8.01 Other Events.

 

On April 6, 2020, the Company issued a press release to provide information regarding the Company’s business operations during the COVID-19 pandemic and other information, including the compensation matters described above. The Company has used, and intends to continue to use, the homepage and the investor relations section of the Company’s website at www.hillenbrand.com as a means of disclosing additional information, which may include material non-public information.

 

The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and incorporated into this Item 8.01. The information furnished in this Item 8.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any Hillenbrand filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Forward-Looking Statements

 

Throughout this communication, we make a number of “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. As the words imply, these are statements about future plans, objectives, beliefs, and expectations that might or might not happen in the future, as contrasted with historical information. Forward-looking statements are based on assumptions that we believe are reasonable, but by their very nature they are subject to a wide range of risks. If our assumptions prove inaccurate or unknown risks and uncertainties materialize, actual results could vary materially from the Company’s expectations and projections.

 

Words that could indicate that we are making forward-looking statements include the following:

 

intend believe plan expect may goal would
become pursue estimate will forecast continue could
target encourage promise improve progress potential should

 

This is not an exhaustive list, but is intended to give you an idea of how we try to identify forward-looking statements. The absence of any of these words, however, does not mean that the statement is not forward-looking.

 

 

 

 

Here is the key pointForward-looking statements are not guarantees of future performance, and our actual results could differ materially from those set forth in any forward-looking statements. Any number of factors, many of which are beyond our control, could cause our performance to differ significantly from what is described in the forward-looking statements. These factors include, but are not limited to: the outcome of any legal proceedings that may be instituted against the Company, or any companies we may acquire; risks that the integration of Milacron or any other integration, acquisition, or disposition activity disrupts current operations or poses potential difficulties in employee retention or otherwise affects financial or operating results; the ability to recognize the benefits of the acquisition of Milacron or any other acquisition or disposition, including potential synergies and cost savings or the failure of the Company or any acquired company to achieve its plans and objectives generally; global market and economic conditions, including those related to the credit markets; volatility of our investment portfolio; adverse foreign currency fluctuations; involvement in claims, lawsuits and governmental proceedings related to operations; our reliance upon employees, agents, and business partners to comply with laws in many countries and jurisdictions; labor disruptions; the impact of the additional indebtedness that the Company has incurred in connection with the acquisition of Milacron and the ability of the Company to comply with financial or other covenants in its debt agreements or meet its de-leveraging goals; the dependence of our business units on relationships with several large providers; increased costs or unavailability of raw materials or certain outsourced services; continued fluctuations in mortality rates and increased cremations; competition in the industries in which we operate, including from nontraditional sources in the death care industry; our level of international sales and operations; the impact of contagious diseases such as the recent coronavirus outbreak that could result in an extended shutdown or reduction of our operations, substantially reduced sales volumes, or supply constraints; cyclical demand for industrial capital goods; impacts of decreases in demand or changes in technological advances, laws, or regulation on the revenues that we derive from the plastics industry; certain tax-related matters; and changes to legislation, regulation, treaties or government policy, including any resulting from the current political environment. For a more in-depth discussion of these and other factors that could cause actual results to differ from those contained in forward-looking statements, see the discussions under the heading “Risk Factors” in Part I, Item 1A of Hillenbrand’s Form 10-K for the year ended September 30, 2019, filed with the Securities and Exchange Commission (“SEC”) on November 13, 2019, and in Part II, Item 1A of Hillenbrand’s Form 10-Q for the quarter ended December 31, 2019, filed with the Securities and Exchange Commission on February 5, 2020. We assume no obligation to update or revise any forward-looking information.

 

Item 9.01 Exhibits and Financial Statements.

 

(d) Exhibits. The following exhibits are filed with this report:

 

Exhibit No.   Description of Exhibit
     
99.1   Press Release of Hillenbrand, Inc. dated April 6, 2020
     
104   Cover page Interactive Date File (embedded within Inline XBRL document)

 

 

 

 

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, thereunto duly authorized.

 

Date: April 6, 2020      
  HILLENBRAND, INC.
   
  By:    /s/ NICHOLAS R. FARRELL
    Name:    Nicholas R. Farrell
    Title: Vice President, General Counsel,
Secretary and Chief Compliance Officer

 

 

 

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