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 27, 2010
PARKER-HANNIFIN CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Ohio | 1-4982 | 34-0451060 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 6035 Parkland Blvd. 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 27, 2010, the shareholders of the Company approved the Parker-Hannifin Corporation 2010 Performance Bonus Plan (the “2010 PBP”). Pursuant to the 2010 PBP, Eligible Executives, which includes the named executive officers, may receive from time to time short-term incentive bonuses payable in cash and long-term incentive bonuses payable in cash and/or stock. The 2010 PBP will enable the Company to deduct incentive bonuses paid under the 2010 PBP that qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, as amended. The foregoing summary of the 2010 PBP is qualified in its entirety by reference to the 2010 PBP, 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 27, 2010.
| (b)(i) | The Shareholders elected the following directors for a term expiring at the Annual Meeting of Shareholders in 2011, as follows: |
| Votes For | Votes Withheld | Broker Non-Vote | ||||||||||
| Robert G. Bohn |
131,706,844 | 2,748,396 | 8,649,177 | |||||||||
| Linda S. Harty |
129,551,070 | 4,904,170 | 8,649,177 | |||||||||
| William E. Kassling |
133,283,293 | 1,171,947 | 8,649,177 | |||||||||
| Robert J. Kohlhepp |
121,593,901 | 12,861,339 | 8,649,177 | |||||||||
| Klaus-Peter Müller |
132,150,439 | 2,304,801 | 8,649,177 | |||||||||
| Candy M. Obourn |
125,347,098 | 9,108,142 | 8,649,177 | |||||||||
| Joseph M. Scaminace |
125,211,185 | 9,244,055 | 8,649,177 | |||||||||
| Wolfgang R. Schmitt |
123,824,833 | 10,630,407 | 8,649,177 | |||||||||
| Åke Svensson |
133,351,055 | 1,104,185 | 8,649,177 | |||||||||
| Markos I. Tambakeras |
133,203,830 | 1,251,410 | 8,649,177 | |||||||||
| James L. Wainscott |
125,342,073 | 9,113,167 | 8,649,177 | |||||||||
| Donald E. Washkewicz |
131,010,905 | 3,444,335 | 8,649,177 | |||||||||
| (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, 2011, as follows: |
| For: |
140,683,423 | |||
| Against: |
1,979,505 | |||
| Abstain: |
441,489 |
| (iii) | The Shareholders approved the Parker-Hannifin Corporation 2010 Performance Bonus Plan, as follows: |
| For: |
127,335,342 | |||
| Against: |
6,291,874 | |||
| Abstain: |
822,814 | |||
| Broker Non-Votes: |
8,654,387 |
| (iv) | The Shareholders did not approve a shareholder proposal to amend the Company’s Code of Regulations to separate the roles of Chairman of the Board and Chief Executive Officer, as follows: |
| For: |
38,327,931 | |||
| Against: |
95,062,888 | |||
| Abstain: |
1,064,407 | |||
| Broker Non-Votes: |
8,649,191 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Parker-Hannifin Corporation 2010 Performance Bonus Plan incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the Commission on September 27, 2010 (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.
| PARKER-HANNIFIN CORPORATION | ||
| By: |
/s/ Thomas A. Piraino, Jr. | |
| Thomas A. Piraino, Jr. | ||
| Vice President and Secretary | ||
Date: November 1, 2010
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Parker-Hannifin Corporation 2010 Performance Bonus Plan incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the Commission on September 27, 2010 (Commission File No. 1-4982). | |