Current Report Filing (8-k)
09 Mai 2019 - 6:53PM
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) May 7, 2019
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
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Missouri
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001-07845
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44-0324630
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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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No. 1 Leggett Road,
Carthage, MO
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64836
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
417-358-8131
N/A
(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. 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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $.01 par value
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LEG
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New York Stock Exchange
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 7, 2019. In connection with this meeting, proxies were solicited pursuant to Section 14(a)
of the Securities Exchange Act of 1934, as amended. Matters voted upon were (i) the election of eight directors; (ii) the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for the year ending December 31, 2019; and (iii) an advisory vote to approve named executive officer compensation as described in the Proxy Statement. The number of votes cast for and against, as well as
abstentions and broker
non-votes,
with respect to each matter, as applicable, are set out below.
1.
Proposal
One:
Election
of
Directors
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All eight nominees for director listed in the Proxy Statement were elected to hold office until the
next annual meeting of shareholders or until their successors are elected and qualified, with the following vote:
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DIRECTOR NOMINEE
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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Robert E. Brunner
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93,789,754
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2,347,970
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106,708
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17,355,263
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R. Ted Enloe, III
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79,343,876
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16,794,014
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106,542
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17,355,263
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Manuel A. Fernandez
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93,716,304
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2,407,229
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120,899
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17,355,263
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Karl G. Glassman
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93,078,331
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3,060,449
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105,652
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17,355,263
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Joseph W. McClanathan
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88,706,260
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7,430,752
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107,420
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17,355,263
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Judy C. Odom
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81,308,045
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14,836,691
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99,696
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17,355,263
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Srikanth Padmanabhan
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95,253,035
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329,930
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661,467
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17,355,263
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Phoebe A. Wood
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88,356,124
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7,784,531
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103,777
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17,355,263
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2.
Proposal
Two:
Ratification
of
Independent
Registered
Public
Accounting
Firm
.
The ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved with the following vote:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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111,792,857
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1,684,542
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122,296
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N/A
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3.
Proposal
Three:
Advisory
Vote
to
Approve
Named
Executive
Officer
Compensation
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The advisory vote to approve the Company’s named executive
officer compensation package as described in the “Executive Compensation and Related Matters” section of the Company’s Proxy Statement (commonly known as “Say-on-Pay”) consisted of the following:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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88,443,497
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6,980,103
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820,682
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17,355,413
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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.
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LEGGETT & PLATT, INCORPORATED
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Date: May 9, 2019
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By:
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/s/ S
COTT
S. D
OUGLAS
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Scott S. Douglas
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Senior Vice President –
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General Counsel & Secretary
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3
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