| Indiana | 1-6651 | 35-1160484 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 1069 State Route 46 East Batesville, Indiana |
47006-8835 |
|
| (Address of principal executive offices) | (Zip Code) |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
| • | Elimination of Classified Board of Directors. Section 7.1 of the Articles
and Section 4.03 of the By-Laws were amended to eliminate Hill-Rom’s classified Board
of Directors over several years. Beginning at the 2011 annual meeting of shareholders,
directors elected to succeed directors whose terms expire at each annual meeting will
be elected for one-year terms. This will result in the entire Board being elected
annually for one-year terms beginning at the 2013 annual meeting of shareholders. |
||
| • | Elimination of Supermajority Voting Provisions in the Articles and By-Laws.
Section 7.3 of the Articles and Section 4.04 of the By-Laws were amended to change the
shareholder vote required for removal of directors for cause from two-thirds of the
voting power of the shares entitled to vote to a majority of the voting power of the
shares entitled to vote. The Articles also were amended to delete in its entirety
Section 7.5 of the Articles, which previously required the vote of two-thirds of the
voting power of the shares entitled to vote to amend or repeal Article 7 of the
Articles. |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| • | election of two Class I directors to serve two-year terms expiring in 2012 or until
their successors are elected and have qualified and three Class II directors to serve
three-year terms expiring in 2013 or until their successors are elected and have
qualified; |
||
| • | approval of the amendment of the Articles to provide for the annual election of the
entire Board of Directors; |
||
| • | approval of the amendment of the Articles to eliminate all supermajority voting
provisions; |
| • | approval of a policy providing for an annual non-binding advisory shareholder vote
on executive compensation; and |
||
| • | ratification of the Audit Committee of the Board of Directors’ appointment of
PricewaterhouseCoopers LLP as Hill-Rom’s independent registered public accounting firm. |
| VOTES | VOTES | BROKER | ||||||||||
| FOR | WITHHELD | NON-VOTES | ||||||||||
Election of directors in Class I
for terms expiring in 2012: |
||||||||||||
James R. Giertz |
50,142,629 | 321,426 | 5,203,751 | |||||||||
Katherine S. Napier |
50,145,766 | 318,290 | 5,203,751 | |||||||||
Election of directors in Class II
for terms expiring in 2013: |
||||||||||||
Ronald A. Malone |
47,537,441 | 2,926,615 | 5,203,751 | |||||||||
Eduardo R. Menascé |
49,829,676 | 634,379 | 5,203,751 | |||||||||
John J. Greisch |
48,428,880 | 2,035,176 | 5,203,751 | |||||||||
| VOTES | VOTES | BROKER | ||||||||||
| FOR | AGAINST | NON-VOTES | ||||||||||
2. Approval of the amendment of
Hill-Rom’s Articles of Incorporation
to provide for the annual election
of the entire Board of Directors |
48,099,130 | 7,550,833 | 17,843 | |||||||||
3. Approval of the amendment of
Hill-Rom’s Articles of Incorporation
to eliminate all supermajority
voting provisions |
48,114,782 | 7,525,107 | 27,915 | |||||||||
4. Approval of a policy providing
for
an annual non-binding advisory
shareholder vote on executive
compensation |
48,653,522 | 6,951,126 | 63,156 | |||||||||
5. Ratification of the appointment
of PricewaterhouseCoopers LLP as
Hill-Rom’s independent registered
public accounting firm |
55,285,142 | 357,438 | 25,224 | |||||||||
| Exhibit | ||
| Number | Description | |
3.1
|
Restated and Amended Articles of Incorporation of Hill-Rom Holdings, Inc. | |
3.2
|
Amended and Restated Code of By-laws of Hill-Rom Holdings, Inc. |
| HILL-ROM HOLDINGS, INC. |
||||
| DATE: March 10, 2010 | BY: | /S/ Gregory N. Miller | ||
| Gregory N. Miller | ||||
| Senior Vice President and Chief Financial Officer |
||||
| DATE: March 10, 2010 | BY: | /S/ Richard G. Keller | ||
| Richard G. Keller | ||||
| Vice President — Controller and Chief Accounting Officer |
||||
| Exhibit | ||
| Number | Description | |
3.1
|
Restated and Amended Articles of Incorporation of Hill-Rom Holdings, Inc. | |
3.2
|
Amended and Restated Code of By-laws of Hill-Rom Holdings, Inc. |