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): October 22, 2014
PARKER-HANNIFIN CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Ohio | 1-4982 | 34-0451060 |
(State or other jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
6035 Parkland Boulevard, Cleveland, Ohio | | 44124-4141 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: (216) 896-3000
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On October 22, 2014, the shareholders of Parker-Hannifin Corporation (the "Company") approved
the Parker-Hannifin Corporation Global Employee Stock Purchase Plan (the "Plan"). The Plan offers eligible employees the opportunity to acquire the Company's common stock through periodic payroll deductions that will be applied towards the purchase of the Company's common shares at a discount from the then current market price. Currently, the Company's Board of Directors does not intend for the Company (including the named executive officers) to be designated to participate in the Plan. The effective date of the Plan is January 1, 2015. The foregoing summary of the Plan is qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of the Shareholders of the Company was held on October 22, 2014. The
number of common shares represented at the Annual Meeting of the Shareholders was
130,133,925.
(b)(i) The Shareholders elected the following directors for a term expiring at the Annual
Meeting of Shareholders in 2015, as follows:
|
| | | | | | |
| Votes For |
| Votes Withheld |
| Broker Non-Votes |
|
Robert G. Bohn | 117,032,489 |
| 3,040,877 |
| 10,060,559 |
|
Linda S. Harty | 117,190,927 |
| 2,882,439 |
| 10,060,559 |
|
William E. Kassling | 116,188,847 |
| 3,884,519 |
| 10,060,559 |
|
Robert J. Kohlhepp | 115,491,525 |
| 4,581,841 |
| 10,060,559 |
|
Kevin A. Lobo | 117,178,751 |
| 2,894,615 |
| 10,060,559 |
|
Klaus-Peter Müller | 116,618,707 |
| 3,454,659 |
| 10,060,559 |
|
Candy M. Obourn | 116,315,349 |
| 3,758,017 |
| 10,060,559 |
|
Joseph Scaminace | 115,619,366 |
| 4,454,000 |
| 10,060,559 |
|
Wolfgang R. Schmitt | 116,147,374 |
| 3,925,992 |
| 10,060,559 |
|
Åke Svensson | 117,409,815 |
| 2,663,551 |
| 10,060,559 |
|
James L. Wainscott | 116,736,934 |
| 3,336,432 |
| 10,060,559 |
|
Donald E. Washkewicz | 115,345,884 |
| 4,727,482 |
| 10,060,559 |
|
| |
(ii) | The Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015, as follows: |
For: 128,895,031
Against: 596,141
Abstain: 642,753
| |
(iii) | The Shareholders approved, on a non-binding, advisory basis, the compensation of the named executive officers of the Company, as follows: |
For: 110,909,391
Against: 7,949,813
Abstain: 1,211,742
Broker Non-Votes: 10,060,559
(iv) The Shareholders approved the Parker-Hannifin Corporation Global Employee Stock Purchase Plan, as follows:
For: 117,422,704
Against: 1,932,522
Abstain: 716,122
Broker Non-Votes: 10,060,559
(v) The shareholder proposal requesting the Board of Directors to initiate the appropriate process to amend the Company's Articles of Incorporation to provide that director nominees be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote retained for contested director elections, did not achieve the vote standard necessary as set forth in the Company's Definitive Proxy Statement and the results were as follows:
For: 64,320,560
Against: 54,393,841
Abstain: 1,322,375
Broker Non-Votes: 10,060,559
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description of Exhibit
10.1 Parker-Hannifin Corporation Global Employee Stock Purchase Plan incorporated
by reference to Appendix A to the Registrant's Definitive Proxy Statement filed
with the Securities and Exchange Commission on September 22, 2014
(Commission File No. 1 - 4982).
SIGNATURE
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.
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| | | |
| | | PARKER-HANNIFIN CORPORATION |
| | | |
| | | |
| | | By: /s/Joseph R. Leonti |
| | | Joseph R. Leonti |
| | | Vice President and Secretary |
| | | |
| | | |
Date: October 28, 2014 | | | |
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Parker-Hannifin Corporation Global Employee Stock Purchase Plan incorporated
by reference to Appendix A to the Registrant's Definitive Proxy Statement filed
with the Securities and Exchange Commission on September 22, 2014
(Commission File No. 1 - 4982).