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OSHKOSH CORP — Declaration of Voting Results & Voting Rights Announcements 2021
Feb 5, 2021
14785_rns_2021-02-05_56a954f8-501f-4507-a9c8-8a3f956c84d1.zip
Declaration of Voting Results & Voting Rights Announcements
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2021
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Oshkosh Corporation
(Exact name of registrant as specified in its charter)
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| Wisconsin | 1-31371 | 39-0520270 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1917 Four Wheel Drive Oshkosh , Wisconsin | 54902 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( 920 ) 502-3400
Not Applicable
(Former name or former address, if changed since last report)
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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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock ($0.01 par value) | OSK | New York Stock Exchange |
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. ¨
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Item 5.07 . Submission of Matters to a Vote of Security Holders .
Oshkosh Corporation (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on February 2, 2021. On the same date, the independent inspector of elections for the Annual Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote at the Annual Meeting, certifying the voting results set forth below.
The Company’s shareholders elected the following directors for terms expiring at the Company’s 2022 Annual Meeting of Shareholders by the votes indicated:
| Nominee — Keith J. Allman | 58,624,965 | 1,328,619 | 3,497,524 |
|---|---|---|---|
| Wilson R. Jones | 59,585,773 | 367,811 | 3,497,524 |
| Tyrone M. Jordan | 59,591,042 | 362,542 | 3,497,524 |
| Kimberley Metcalf-Kupres | 59,074,504 | 879,080 | 3,497,524 |
| Stephen D. Newlin | 59,237,713 | 715,871 | 3,497,524 |
| Raymond T. Odierno | 59,553,474 | 400,110 | 3,497,524 |
| Craig P. Omtvedt | 58,310,339 | 1,643,245 | 3,497,524 |
| Duncan J. Palmer | 59,303,123 | 650,461 | 3,497,524 |
| Sandra E. Rowland | 59,341,531 | 612,053 | 3,497,524 |
| John S. Shiely | 58,968,856 | 984,728 | 3,497,524 |
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending September 30, 2021 by the votes indicated:
| Shares Voted For — 62,670,890 | 702,845 | 77,373 |
|---|---|---|
The Company’s shareholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement for the Annual Meeting by the votes indicated:
| Shares Voted For — 55,834,826 | 3,895,878 | 222,880 | 3,497,524 |
|---|---|---|---|
The Company’s shareholders voted to reject a shareholder proposal regarding shareholder proxy access by the votes indicated:
| Shares Voted For — 18,350,956 | 41,354,678 | 247,950 | 3,497,524 |
|---|---|---|---|
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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.
| /s/
Ignacio A. Cortina |
| --- |
| Ignacio
A. Cortina |
| Executive
Vice President, General Counsel and Secretary |
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