Current Report Filing (8-k)
December 09 2016 - 3:02PM
Edgar (US Regulatory)
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 9, 2016 (December 6, 2016)
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Delaware
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001-09764
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11-2534306
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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400 Atlantic Street, Suite 1500
Stamford, CT 06901
(Address of Principal Executive Offices) (Zip Code)
Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
September 14, 2016, the Board of Directors of Harman International Industries, Incorporated (the Company) adopted, subject to stockholder approval, amendments to Article Eighth of the Companys Restated Certificate of
Incorporation and Article III of the Companys Bylaws to provide that the Companys stockholders may remove any member of the Companys board of directors from office, with or without cause (the Amendments). On
December 6, 2016, the Amendments were approved by stockholders at the Companys 2016 Annual Meeting of Stockholders (the Annual Meeting). The Amendments became effective upon the Company filing a Certificate of Amendment to the
Restated Certificate of Incorporation (the Certificate of Amendment) with the Office of the Secretary of State of the State of Delaware on December 7, 2016.
The foregoing descriptions of the Amendments are qualified in their entirety by reference to the Certificate of Amendment and the Bylaws, as
amended, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form
8-K.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting was held on
December 6, 2016. Only stockholders of record as of the close of business on October 11, 2016 were entitled to vote at the Annual Meeting. As of the record date, 69,932,865 shares of common stock were outstanding and entitled to vote. At
the Annual Meeting, 62,940,747 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:
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the election of 10 director nominees;
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the ratification of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2017;
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the approval of the Amendments; and
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an advisory vote to approve the compensation of the Companys named executive officers.
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The results of
the matters voted on by the stockholders are set forth below.
1. The Companys stockholders elected the 10 director nominees with the following
votes:
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Adriane M. Brown
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56,129,742
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1,672,964
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5,138,041
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John W. Diercksen
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56,271,419
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1,531,287
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5,138,041
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Ann McLaughlin Korologos
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55,577,411
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2,225,295
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5,138,041
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Robert Nail
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56,093,813
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1,708,893
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5,138,041
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Dinesh C. Paliwal
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54,167,318
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3,635,388
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5,138,041
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Abraham N. Reichental
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56,067,674
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1,735,032
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5,138,041
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Kenneth M. Reiss
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56,085,725
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1,716,981
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5,138,041
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Hellene S. Runtagh
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56,114,675
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1,688,031
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5,138,041
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Frank S. Sklarsky
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56,003,033
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1,799,673
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5,138,041
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Gary G. Steel
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56,050,670
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1,752,036
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5,138,041
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2. The Companys stockholders ratified the appointment of KPMG LLP as the Companys independent registered public
accounting firm for the fiscal year ending June 30, 2017 with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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62,198,394
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697,216
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45,137
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0
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3. The Companys stockholders approved the Amendments with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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62,552,029
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285,577
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103,141
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0
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4. The Companys stockholders approved, by advisory vote, the compensation of the Companys named executive officers
with the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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53,879,286
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3,866,332
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57,088
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5,138,041
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3.1
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Certificate of Amendment to the Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on December 7, 2016.
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3.2
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By-Laws
of Harman International Industries, Incorporated, as amended, dated December 7, 2016.
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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.
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HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED
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By:
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/s/ Todd A. Suko
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Todd A. Suko
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Executive Vice President and General Counsel
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Date: December 9, 2016
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