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: June 6, 2012
Date of Earliest Event Reported: June 6, 2012


Sauer-Danfoss Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of incorporation)
1-14097
(Commission
File Number)
36-3482074
(I.R.S. Employer
Identification No.)

2800 East 13th Street
Ames, Iowa
 (Address of principal executive offices)

50010
(U.S. Zip Code)

Registrant's telephone number, including area code:  (515) 239-6000

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))







Section 5
Corporate Governance and Management
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on June 6, 2012 at which the stockholders elected ten directors and ratified the appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for 2012. Results of the voting in connection with each issue were as follows:
Voting on Directors:
For
Withhold
Abstain
Non-Votes
 
 
 
 
 
Niels B. Christiansen
41,699,386
4,572,217
0
911,759
Jørgen M. Clausen
45,471,091
800,512
0
911,759
Kim Fausing
41,730,449
4,541,154
0
911,759
Richard J. Freeland
45,920,897
350,706
0
911,759
Per Have
41,730,576
4,541,027
0
911,759
William E. Hoover, Jr.
45,502,974
768,629
0
911,759
Johannes F. Kirchhoff
45,822,262
449,341
0
911,759
Sven Ruder
42,067,052
4,204,551
0
911,759
Anders Stahlschmidt
41,725,536
4,546,067
0
911,759
Steven H. Wood
45,915,584
356,019
0
911,759
 
 
 
 
 
Proposal:
For
Against
Abstain
Non-Votes
 
 
 
 
 
Ratification of Independent Registered Public Accounting Firm
47,039,398
132,616
11,348
0

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
SAUER-DANFOSS INC.
 
 
 
By: /s/ Kenneth D. McCuskey
 
Name: Kenneth D. McCuskey
DATE:  June 6, 2012
Title:Vice President and Chief Accounting Officer