UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 1, 2011
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
ROPER INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
|
1-12273
|
51-0263969
|
|
(COMMISSION FILE NUMBER)
|
(IRS EMPLOYER IDENTIFICATION NO.)
|
|
6901 PROFESSIONAL PKWY. EAST, SUITE 200, SARASOTA, FLORIDA
|
34240
|
|
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
|
(ZIP CODE)
|
(941) 556-2601
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER NAME OR 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 communication 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.
The Company held its 2011 Annual Meeting of Stockholders on June 1, 2011 in Sarasota, Florida. Of the 95,851,816 shares of common stock outstanding as of the record date of April 8, 2011, 83,448,425 shares, or 87% of the Company’s capital stock, were present or represented by proxy at the meeting, constituting a quorum. The results of the matters submitted to the stockholders were as follows:
Proposal 1: Election of two (2) Directors.
Each of the directors identified below was re-elected at the 2011 Annual Meeting of Stockholders for a term expiring at the 2014 Annual Meeting of Stockholders. Votes were cast as follows:
|
Number of Votes
|
|||
|
For
|
Withheld / Abstain
|
Broker Non-Votes
|
|
|
Richard F. Wallman
|
74,065,901
|
6,140,401
|
3,242,123
|
|
Christopher Wright
|
68,493,184
|
11,713,118
|
3,242,123
|
Proposal 2: A non-binding advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in the Proxy Statement. Votes were cast as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
79,173,512
|
529,316
|
503,474
|
3,242,123
|
Proposal 3: A non-binding advisory vote to recommend the frequency of future stockholder advisory votes on the Company’s executive compensation. Votes were cast as follows:
|
One Year
|
Two Years
|
Three Years
|
Abstentions
|
Broker Non-votes
|
|
55,070,926
|
1,267,908
|
23,479,732
|
387,736
|
3,242,123
|
Proposal 4: Ratification of appointment of PricewaterhouseCoopers LLP as the independent registered accounting firm of the Company. Votes were cast as follows:
|
For
|
82,476,228
|
|
Against
|
941,398
|
|
Abstain
|
30,799
|
|
Broker Non-votes
|
0
|
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.
|
Roper Industries, Inc.
|
||
|
(Registrant)
|
||
|
Date: June 3, 2011
|
By:
|
/s/ David B. Liner
|
|
David B. Liner
|
||
|
Vice President, General Counsel and Secretary
|