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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): October 21, 2024
 
HILLENBRAND, INC.
(Exact name of registrant as specified in its charter)
 
Indiana 1-33794 26-1342272
(State or other jurisdiction of incorporation) (Commission
File Number)		 (IRS Employer
Identification No.)
 
One Batesville Boulevard  
Batesville,Indiana 47006
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code:   (812) 931-5000
 
Not Applicable
(Former name or former address, if changed since last report)
 
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. of Form 8-K):
 
☐  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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueHINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o   



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

On October 21, 2024, the Board of Directors of Hillenbrand, Inc. (the “Company”), on the recommendation of the Nominating/Corporate Governance Committee (the “NCG Committee”), elected Joseph T. Lower to the Company’s Board of Directors as an independent director, effective December 1, 2024. Mr. Lower will serve an initial term that will expire at the Company’s next annual meeting of shareholders in February 2025, when he will be up for election for another term. Prior to his election, the Board of Directors expanded its size from 10 to 11 directors. The resulting vacancy has been filled with Mr. Lower’s election.

Mr. Lower was also appointed as Vice Chairperson to the Board’s Audit Committee, and he will serve as a member of the NCG Committee and Mergers & Acquisitions Committee.

The Company’s press release announcing the appointment of Mr. Lower is attached as Exhibit 99.1 to this Current Report.

Mr. Lower will be entitled to receive compensation for his service on the Board consistent with the Company’s compensation program for non-employee directors, as described under the heading “Compensation of Directors” in the Company’s proxy statement for its 2024 annual meeting of shareholders, filed with the Securities and Exchange Commission on January 9, 2024.

There are no transactions and no proposed transactions between Mr. Lower (or any member of his immediate family) and the Company (or any of its subsidiaries), and there is no arrangement or understanding between Mr. Lower and any other person or entity pursuant to which Mr. Lower was appointed as a director of the Company.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.    

The following exhibits are being furnished as part of this Current Report on Form 8-K:
    
Exhibit No. Description
   
 Press Release, dated October 21, 2024
104Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).


2


SIGNATURES


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: October 21, 2024                        HILLENBRAND, INC.

BY:    /s/ Nicholas R. Farrell
_____________________________________
Nicholas R. Farrell
Senior Vice President, General Counsel, and Secretary
3
Hillenbrand Elects Joseph Lower to the Board of Directors and Establishes Vice Chairperson Roles • Mr. Lower Brings Decades of Leadership Experience in Finance, Strategy, and Business Development • Mr. Lower Named as Vice Chairperson of Audit Committee • Director Inderpreet Sawhney Named as Vice Chairperson of Nominating/Corporate Governance Committee BATESVILLE, Ind., Oct. 21, 2024 – /PRNewswire/ – Hillenbrand, Inc. (the “Company”) (NYSE: HI), a leading global provider of highly-engineered processing equipment and solutions, announced today that Joseph T. Lower, former Executive Vice President and Chief Financial Officer of AutoNation, Inc., has been elected to the Company’s Board of Directors (the “Board”) as an independent director. Mr. Lower has decades of leadership experience in finance, strategy, and business development with a track record of success across a variety of industries. His experiences include serving as Chief Financial Officer at AutoNation, from which he retired in 2024, and previously as Chief Financial Officer of Office Depot, where he helped lead its transformation strategy. Prior to Office Depot, he served as Chief Financial Officer of B/E Aerospace, Inc., a manufacturer of aircraft cabin interior products, which was acquired by Rockwell Collins, Inc. “We are pleased to welcome Joe to the Board. He is an accomplished executive who brings extensive expertise in strategic planning, capital markets, and financial operations that will be integral in our drive to deliver shareholder value,” said Helen W. Cornell, Hillenbrand Board Chairperson. “With this appointment and the addition of the vice chairperson roles, we continue to execute our ongoing commitment to Board development and succession planning, with a focus on evolving our Board’s skillsets in alignment with Hillenbrand’s long-term strategy for profitable growth.” “Joe’s extensive leadership experience and financial expertise make him a great addition to our Board. We look forward to his contributions and Inderpreet’s new role as we work together to execute our strategy and deliver value to our shareholders,” said Kim Ryan, President and Chief Executive Officer of Hillenbrand. In addition to joining the Board, Mr. Lower will assume the role of Vice Chairperson of the Board’s Audit Committee and serve on its Nominating/Corporate Governance Committee and Mergers and Acquisitions Committee, leveraging his more than 30 years of financial leadership and mergers and acquisitions experience. Inderpreet Sawhney will assume a new role of Vice Chairperson of the Nominating/Corporate Governance Committee. She has been Group General Counsel and Chief Compliance Officer of Infosys Ltd., a global leader in next-generation digital services, since 2017. Prior to joining Infosys, Ms. Sawhney worked as General Counsel of Wipro Limited, a large IT service company, and at The Chugh Firm, a private law firm. She joined the Hillenbrand Board of Directors in 2021. Mr. Lower and Ms. Sawhney will assume their new roles on Dec. 1, 2024. With Mr. Lower’s addition, the Hillenbrand Board of Directors will increase to 11 directors, 10 of whom are independent directors. ### About Hillenbrand Hillenbrand (NYSE: HI) is a global industrial company that provides highly engineered, mission-critical processing equipment and solutions to customers in over 100 countries around the world. Our portfolio is composed of leading industrial brands that serve large, attractive end markets, including durable plastics, food, and recycling. Guided by our Purpose — Shape What Matters For Tomorrow™ — we pursue excellence, collaboration, and innovation to consistently shape solutions that best serve our associates, customers, Exhibit 99.1

 
communities, and other stakeholders. To learn more, visit: www.hillenbrand.com. CONTACTS Sam Mynsberge, Vice President of Investor Relations Phone: 812-931-5036 Email: investors@hillenbrand.com Susan DiMauro, Director, Marketing & Communications Phone: 812-621-4647 Email: susan.dimauro@hillenbrand.com

 
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Oct. 21, 2024
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