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) May 3, 2011
Gardner Denver, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Delaware
|
|
1-13215
|
|
76-0419383 |
| |
|
|
|
|
(State or other
jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
|
1500 Liberty Ridge Drive, Suite 3000
Wayne, PA
|
|
19087 |
| |
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
(610) 249-2000
(Registrant’s telephone number, including area code)
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):
|
|
|
| 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. |
Gardner Denver, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders on May 3, 2011
(the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on each of the
below proposals, which are described in detail in the Company’s definitive proxy statement (the
“Proxy Statement”) filed with the Securities and Exchange Commission on March 21, 2011. The final
voting results of the Annual Meeting are set forth below.
Proposal 1 — Election of Directors — The Company’s stockholders elected Donald G. Barger,
Jr., Raymond R. Hipp and David D. Petratis to serve as directors of the Company for a three-year
term expiring in 2014. The voting results for each of these individuals were as follows:
| |
|
|
|
|
|
|
| Director |
|
VOTES FOR |
|
VOTES WITHHELD |
|
BROKER NON-VOTES |
Donald G. Barger, Jr. |
|
44,326,208 |
|
1,799,221 |
|
2,082,294 |
Raymond R. Hipp |
|
44,392,274 |
|
1,733,155 |
|
2,082,294 |
David D. Petratis |
|
44,689,538 |
|
1,435,891 |
|
2,082,294 |
Proposal 2 — Ratification of Independent Registered Public Accounting Firm — The
Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered
public accounting firm for 2011. The voting results were 47,412,214 shares “FOR,” 773,890 shares
“AGAINST,” and 21,619 ABSTENTIONS.
Proposal 3 — Advisory Vote on Executive Compensation — The Company’s stockholders
approved, on an advisory basis, the Company’s executive compensation. The voting results were
33,671,075 shares “FOR,” 12,279,819 shares “AGAINST,” 174,535 ABSTENTIONS, and 2,082,294 BROKER
NON-VOTES.
Proposal 4 — Advisory Vote on the Frequency of Future Advisory Votes on Executive
Compensation — With respect to the recommended frequency of future advisory votes on executive
compensation, the voting results were 32,189,171 shares for “ONE YEAR,” 254,319 shares for “TWO
YEARS,” 13,489,100 shares for “THREE YEARS,” 192,839 ABSTENTIONS, and 2,082,294 BROKER NON-VOTES.
The Board of Directors will discuss the voting results set forth above at its next regularly
scheduled meeting.