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): February 23, 2011
HILLENBRAND, INC.
(Exact name of registrant as specified in its charter)
         
Indiana   1-33794   36-1342272
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
One Batesville Boulevard
Batesville, Indiana
   
47006
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (812) 934-7500
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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.
Hillenbrand, Inc. (the “Company”) held its annual meeting of shareholders on February 23, 2011. Matters voted upon at the annual meeting were as follows:
  (1)   the election of five members to the Board of Directors;
 
  (2)   the approval, by a non-binding advisory vote, of the compensation paid by the Company to its named executive officers;
 
  (3)   the selection, by a non-binding advisory vote, of the frequency of voting on compensation paid by the Company to its named executive officers; and
 
  (4)   the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011.
The final results of the votes taken at the annual meeting were as follows:
Proposal 1: Election of Five Members to the Board of Directors:
Election of Directors in Class III for terms expiring in 2014:
                         
Director’s Name   Votes For     Votes Withheld     Broker Non-Votes  
 
                       
Kenneth A. Camp
    49,898,296       121,656       6,349,907  
W August Hillenbrand
    37,798,896       12,221,056       6,349,907  
Thomas H. Johnson
    49,725,655       294,297       6,349,907  
Neil S. Novich
    48,403,309       1,616,643       6,349,907  
Election of Director in Class I for term expiring in 2012:
                         
Director’s Name   Votes For     Votes Withheld     Broker Non-Votes  
 
                       
Edward B. Cloues, II
    34,879,098       15,140,854       6,349,907  
Proposal 2: Approval, by a Non-Binding Advisory Vote, of the Compensation Paid to the Company’s Named Executive Officers:
                         
Votes For   Votes Against     Votes Abstained     Broker Non-Votes  
 
                       
47,679,888     1,652,398       687,666       6,349,907  

 

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Proposal 3: Selection, by a Non-Binding Advisory Vote, of the Frequency of Voting on Compensation Paid to the Company’s Named Executive Officers:
                         
One Year   Two Year     Three Year     Abstain  
 
                       
42,566,645     863,584       5,878,162       711,561  
Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2011:
                         
Votes For   Votes Against     Votes Abstained     Broker Non-Votes  
 
                       
56,164,517     187,072       18,170       0  

 

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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.
             
    HILLENBRAND, INC.    
 
           
DATE: February 24, 2011
  BY:   /s/ Cynthia L. Lucchese
 
Cynthia L. Lucchese
   
 
      Senior Vice President and    
 
      Chief Financial Officer    
 
           
DATE: February 24, 2011
  BY:   /s/ John R. Zerkle
 
John R. Zerkle
   
 
      Senior Vice President,    
 
      General Counsel & Secretary    

 

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