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): December 5, 2014 (December 3, 2014)
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware | 001-09764 | 11-2534306 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
400 Atlantic Street, Suite 1500
Stamford, CT 06901
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (203) 328-3500
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2014 Annual Meeting of Stockholders (“Annual Meeting”) of Harman International Industries, Incorporated (the “Company”) was held on December 3, 2014. Only stockholders of record as of the close of business on October 7, 2014 were entitled to vote at the Annual Meeting. As of the record date, 68,506,141 shares of common stock were outstanding and entitled to vote. At the Annual Meeting, 61,715,155 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum.
At the Annual Meeting, stockholders considered the following proposals:
| • | the election of nine director nominees; |
| • | the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015; and |
| • | an advisory vote to approve the compensation of the Company’s named executive officers. |
The results of the matters voted on by the stockholders are set forth below.
1. The Company’s stockholders elected the nine director nominees with the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||||||
| Adriane M. Brown |
58,532,851 | 62,650 | 224,754 | 2,894,900 | ||||||||||||
| John W. Diercksen |
58,532,552 | 61,243 | 226,460 | 2,894,900 | ||||||||||||
| Ann McLaughlin Korologos |
57,313,292 | 1,282,507 | 224,456 | 2,894,900 | ||||||||||||
| Edward H. Meyer |
57,357,299 | 1,235,955 | 227,001 | 2,894,900 | ||||||||||||
| Dinesh C. Paliwal |
57,201,097 | 1,386,059 | 233,099 | 2,894,900 | ||||||||||||
| Kenneth M. Reiss |
58,518,351 | 82,294 | 219,610 | 2,894,900 | ||||||||||||
| Hellene S. Runtagh |
58,522,165 | 80,157 | 217,933 | 2,894,900 | ||||||||||||
| Frank S. Sklarsky |
58,541,168 | 61,195 | 217,892 | 2,894,900 | ||||||||||||
| Gary G. Steel |
58,530,358 | 71,937 | 217,960 | 2,894,900 | ||||||||||||
2. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015 with the following votes:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 60,888,755 |
607,778 | 218,622 | 0 |
3. The Company’s stockholders approved, by advisory vote, the compensation of the Company’s named executive officers with the following votes:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 54,801,389 |
3,611,771 | 407,095 | 2,894,900 |
SIGNATURE
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.
| HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED | ||
| By: |
/s/ Todd A. Suko | |
| Todd A. Suko | ||
| Executive Vice President and General Counsel | ||
Date: December 5, 2014