Form 8-K

 

 

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 26, 2012

 

 

 

LOGO

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-7724   39-0622040

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

2801 80th Street, Kenosha, WI 53143

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (262) 656-5200

 

 

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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

Snap-on Incorporated (the “Company”) held its 2012 Annual Meeting of Shareholders on April 26, 2012. The shareholders (i) elected three members of the Company’s Board of Directors, whose terms were up for re-election, to serve until the Annual Meeting in the year 2015; (ii) ratified the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012; (iii) approved the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement; and (iv) approved the non-binding shareholder proposal regarding declassification of the Company’s Board of Directors. There were 58,265,299 outstanding shares that were eligible to vote as of February 27, 2012, the record date for the 2012 Annual Meeting.

The directors elected to the Company’s Board for terms expiring at the Annual Meeting in the year 2015, as well as the number of votes cast for, against, abstentions and broker non-votes with respect to each of these individuals, are set forth below:

 

Director

   For      Against      Abstentions      Broker
Non-Votes
 

Karen L. Daniel

     46,434,877         730,139         1,375,686         3,853,086   

Nathan J. Jones

     47,787,971         687,785         64,945         3,853,086   

Henry W. Knueppel

     48,227,443         246,370         66,889         3,853,086   

The terms of office for the following directors continue until the Annual Meeting in the year set forth below:

 

Director

  

Term

       

Director

  

Term

John F. Fielder    2013       Roxanne J. Decyk    2014
James P. Holden    2013       Nicholas T. Pinchuk    2014
W. Dudley Lehman    2013       Gregg M. Sherrill    2014
Edward H. Rensi    2013         

The proposal to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012 received the following votes:

 

Votes for approval:    50,031,698

   Votes against:    2,319,181    Abstentions:    42,909

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 Proxy Statement, received the following votes:

 

Votes for approval:    46,738,536    Votes against:    1,705,236    Abstentions:    96,930

Broker non-votes:        3,853,086

     

The advisory vote on the shareholder proposal regarding declassification of the Company’s Board of Directors received the following votes:

 

Votes for approval:    41,195,558    Votes against:    5,513,545    Abstentions:    1,830,971

Broker non-votes:        3,853,086

     

*    *    *    *    *


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.

 

      SNAP-ON INCORPORATED
Date: April 27, 2012     By:  

/s/ Irwin M. Shur

      Irwin M. Shur
      Vice President, General Counsel and Secretary