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): May 2, 2017
HUBBELL INCORPORATED
(Exact name of registrant as specified in its charter)
CONNECTICUT | 1-2958 | 06-0397030 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
40 Waterview Drive Shelton, Connecticut | 06484 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (475) 882-4000
N/A
(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)) |
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. ¨ | ||||
Top of the Form
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 2, 2017, Hubbell Incorporated (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Definitive Proxy Statement filed with the Securities and Exchange Commission on March 15, 2017 in connection with the Annual Meeting.
PROPOSAL 1 - Election of directors to serve until the annual meeting of shareholders of the Company in 2018 and until their respective successors have been duly elected and qualified:
NOMINEE | AFFIRMATIVE VOTES | NEGATIVE VOTES | BROKER NON-VOTES | |||
Carlos M. Cardoso | 44,248,374 | 541,768 | 5,660,622 | |||
Anthony J. Guzzi | 43,598,475 | 1,191,667 | 5,660,622 | |||
Neal J. Keating | 43,674,956 | 1,115,186 | 5,660,622 | |||
John F. Malloy | 44,107,911 | 682,231 | 5,660,622 | |||
Judith F. Marks | 43,824,309 | 965,833 | 5,660,622 | |||
David G. Nord | 43,724,353 | 1,065,789 | 5,660,622 | |||
John G. Russell | 43,897,555 | 892,587 | 5,660,622 | |||
Steven R. Shawley | 44,308,833 | 481,309 | 5,660,622 | |||
Richard J. Swift | 37,209,085 | 7,581,057 | 5,660,622 | |||
PROPOSAL 2 - The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year 2017:
AFFIRMATIVE VOTES | NEGATIVE VOTES | ABSTAINED VOTES | BROKER NON-VOTES | |||
50,188,985 | 238,827 | 22,952 | — | |||
PROPOSAL 3 - Approval, by non-binding vote, of the compensation of the Company’s Named Executive Officers (“Say on Pay”):
AFFIRMATIVE VOTES | NEGATIVE VOTES | ABSTAINED VOTES | BROKER NON-VOTES | |||
43,652,799 | 960,831 | 176,512 | 5,660,622 | |||
PROPOSAL 4 - Recommendation, by non-binding vote, on the frequency with which executive compensation will be subject to a shareholder advisory vote (“Say When on Pay”):
1 YEAR | 2 YEARS | 3 YEARS | ABSTAINED VOTES | BROKER NON-VOTES | ||||
39,798,376 | 93,598 | 4,721,507 | 176,661 | 5,660,622 | ||||
Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Company’s Board of Directors, and Proposals 2 and 3 were approved. For Proposal 4, the option of 1 year as the frequency with which executive compensation would be subject to an advisory vote received the highest number of votes.
Accordingly, the Board of Directors, consistent with its recommendation and the voting results on this advisory proposal, has determined to present shareholders with the opportunity to cast an advisory vote on executive compensation every 1 year.
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.
Hubbell Incorporated | ||||
May 5, 2017 | By: | /s/ An-Ping Hsieh | ||
Name: An-Ping Hsieh | ||||
Title: Senior Vice President, General Counsel & Secretary | ||||