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 26, 2011
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 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of the Shareholders of the Company was held on October 26, 2011.
| (b)(i) | The Shareholders elected the following directors for a term expiring at the Annual Meeting of Shareholders in 2012, as follows: |
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Robert G. Bohn |
118,404,547 | 7,694,754 | 8,237,766 | |||||||||
| Linda S. Harty |
118,340,011 | 7,759,290 | 8,237,766 | |||||||||
| William E. Kassling |
121,993,080 | 4,106,221 | 8,237,766 | |||||||||
| Robert J. Kohlhepp |
118,075,774 | 8,023,527 | 8,237,766 | |||||||||
| Klaus-Peter Müller |
121,611,438 | 4,487,863 | 8,237,766 | |||||||||
| Candy M. Obourn |
113,032,331 | 13,066,970 | 8,237,766 | |||||||||
| Joseph M. Scaminace |
121,179,714 | 4,919,587 | 8,237,766 | |||||||||
| Wolfgang R. Schmitt |
120,518,646 | 5,580,655 | 8,237,766 | |||||||||
| Åke Svensson |
122,076,182 | 4,023,119 | 8,237,766 | |||||||||
| James L. Wainscott |
122,168,886 | 3,930,415 | 8,237,766 | |||||||||
| Donald E. Washkewicz |
120,681,622 | 5,417,679 | 8,237,766 | |||||||||
| (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, 2012, as follows: |
| For: |
131,581,166 | |||
| Against: |
2,174,944 | |||
| Abstain: |
580,957 |
| (iii) | The Shareholders approved, on a non-binding, advisory basis, the compensation of the named executive officers of the Company, as follows: |
| For: |
100,867,235 | |||
| Against: |
22,534,194 | |||
| Abstain: |
2,697,872 | |||
| Broker Non-Votes: |
8,237,766 |
| (iv) | The Shareholders voted, on a non-binding, advisory basis, whether an advisory shareholder vote on the compensation of the named executive officers of the Company would occur every 1, 2 or 3 years, as follows: |
| 1 year: |
109,097,268 | |||
| 2 years: |
1,126,454 | |||
| 3 years: |
13,794,635 | |||
| Abstain: |
2,080,944 | |||
| Broker Non-Votes: |
8,237,766 |
| (v) | 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: |
28,792,414 | |||
| Against: |
95,791,940 | |||
| Abstain: |
1,514,947 | |||
| Broker Non-Votes: |
8,237,766 |
(d) In accordance with the Board of Directors’ recommendation and after consideration of the results of the advisory shareholder vote shown in (b)(iv) above, the Board of Directors has determined that an advisory shareholder vote on the compensation of the named executive officers of the Company will occur on an annual basis, until the next advisory shareholder vote on the frequency of the advisory shareholder vote on the compensation of the named executive officers of the Company.
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: October 31, 2011