Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  January 18, 2012


Oshkosh Corporation

(Exact name of registrant as specified in its charter)







(State or other
jurisdiction of


(Commission File


(IRS Employer
Identification No.)


P.O. Box 2566, Oshkosh, Wisconsin 54903

(Address of principal executive offices, including zip code)


(920) 235-9151

(Registrant’s telephone number)


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 5.02.               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On January 18, 2012, the Human Resources Committee of the Board of Directors (the “Board”) of Oshkosh Corporation (the “Company”) amended the Company’s 2009 Incentive Stock and Awards Plan, as previously amended (the “Plan”), to clarify that repricing of stock options or stock appreciation rights may not be accomplished through the surrender of such stock options or stock appreciation rights as consideration for the grant of other awards under the Plan (the “Amendment”).


As so amended by the Amendment, Section 5 of the Plan reads as follows:


Types of Awards.    Subject to the terms of this Plan, the Committee may grant any type of Award to any Participant it selects, but only employees of the Company or a Subsidiary (that qualifies under Section 422 of the Code) may receive grants of incentive stock options within the meaning of Section 422 of the Code. Awards may be granted alone or in addition to, in tandem with, or (subject to the prohibition on repricing contained in Section 14(e)) in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate).


As so amended by the Amendment, Section 14(e) of the Plan reads as follows:


Repricing Prohibited.  Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, Shares, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities, or similar transaction(s)), the Company may not, without obtaining shareholder approval: (i) amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs; or (c) cancel outstanding Options or SARs with an exercise price above the current Stock price in exchange for cash or other securities.


The Board has previously approved an amendment and restatement of the Plan (the “Restated Plan”) contingent on shareholder approval, and the Company is submitting the Restated Plan, as amended by the Amendment, to shareholders for approval at its Annual Meeting of Shareholders to be held on January 27, 2012.






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.








Date: January 18, 2012


/s/ David M. Sagehorn



David M. Sagehorn



Executive Vice President and



Chief Financial Officer