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 28, 2011

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2011 Annual Meeting of Shareholders of Snap-on Incorporated (the “Company”) on April 28, 2011 (the “2011 Annual Meeting”), the Company’s shareholders approved the Snap-on Incorporated 2011 Incentive Stock and Awards Plan (the “2011 Plan”). The 2011 Plan is designed to motivate participating officers, employees and directors by offering them the opportunity to acquire shares of the Company’s common stock, receive monetary payments based on the value of those shares or receive other incentive compensation. The 2011 Plan is intended to constitute a cash and stock-based incentive plan, and includes provisions by which the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or performance units, and other management incentive awards, as described in the Company’s Proxy Statement for the 2011 Annual Meeting.

The full text of the 2011 Plan is included as Appendix A to the Company’s Definitive Proxy Statement for the 2011 Annual Meeting, which was filed with the Securities and Exchange Commission on March 9, 2011, and is incorporated herein by reference.

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

The Company held its 2011 Annual Meeting on April 28, 2011. 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 2014; (ii) ratified the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2011; (iii) approved the 2011 Plan; (iv) approved the amendment to, and restatement of, the Company’s Employee Stock Ownership Plan; (v) approved the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement; and (vi) expressed a preference for holding future advisory votes on executive compensation every year. There were 58,446,516 outstanding shares eligible to vote as of February 28, 2011, the record date for the 2011 Annual Meeting.

The directors elected to the Company’s Board for terms expiring at the Annual Meeting in the year 2014, 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  

Roxanne J. Decyk

     47,741,864         1,992,657         39,488         2,907,847   

Nicholas T. Pinchuk

     47,506,104         2,235,116         32,790         2,907,847   

Gregg M. Sherrill

     49,567,495         161,985         44,529         2,907,847   

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

 

Director

  

Term

       

Director

  

Term

Bruce S. Chelberg

   2012       John F. Fielder    2013

Karen L. Daniel

   2012       James P. Holden    2013

Nathan J. Jones

   2012       W. Dudley Lehman    2013

Arthur L. Kelly

   2012       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 2011 received the following votes:

 

Votes for approval:    49,643,895     Votes against:    2,883,109        Abstentions:    154,828   

The proposal to approve the 2011 Plan received the following votes:

 

Votes for approval:    46,175,607     Votes against:    3,468,962        Abstentions:    129,291   
Broker non-votes:        2,907,847    

The proposal to approve the amendment to, and restatement of, the Employee Stock Ownership Plan received the following votes:

 

Votes for approval:    49,111,158     Votes against:    537,442        Abstentions:    125,409   
Broker non-votes:        2,907,847    

The advisory proposal 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:    48,832,813     Votes against:    816,366        Abstentions:    124,830   
Broker non-votes:        2,907,847    

The advisory vote on the frequency of future advisory votes on executive compensation received the following votes:

 

1 Year:    45,665,212     2 Years:    120,444        3 Years:    3,906,290        Abstentions:    82,064   

Broker non-votes:    2,907,847

  

The Company’s Board considered the results of the advisory vote on the frequency of future advisory votes on executive compensation and determined that it would hold future votes annually until the next required shareholder vote on the frequency of these votes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

  10.1 Snap-on Incorporated 2011 Incentive Stock and Awards Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for its 2011 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 9, 2011).

*    *    *    *    *


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 29, 2011   By:  

/s/ Irwin M. Shur

    Irwin M. Shur
    Vice President, General Counsel and Secretary