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, 2012

 

SPX CORPORATION

(Exact Name of Registrant as specified in Charter)

 

Delaware

(State or Other Jurisdiction of

Incorporation)

 

1-6948

(Commission File Number)

 

38-1016240

(I.R.S. Employer

Identification No.)

 

13515 Ballantyne Corporate Place

Charlotte, North Carolina 28277

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code  (704) 752-4400

 

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:

 

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 5.02.

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

At the 2012 Annual Meeting of Stockholders of SPX Corporation (the “Company”) held on May 3, 2012, the Company’s stockholders voted to approve the amendment and restatement of the Company’s 2002 Stock Compensation Plan (the “2002 Plan”).  The amendment and restatement of the 2002 Plan was adopted by the Company’s Board of Directors on February 22, 2012, subject to stockholder approval, and upon such approval became effective as of May 4, 2012.  Stockholder approval of the 2002 Plan was requested to: (i) count full value share awards (including restricted stock that may be granted to the Company’s senior employees, including its officers, but excluding stock options and stock appreciation rights) as 2.0 shares of common stock for purposes of determining the total number of shares subject to issuance under the 2002 Plan; (ii) authorize the award of shares to non-employee directors; (iii) clarify the terms pursuant to which restricted stock units are authorized for issuance under the plan; (iv) create a choice of forum for North Carolina in the event of certain disputes; and (v) certain other non-material changes. The 2002 Plan was described in and appended to the Company’s definitive proxy statement for its 2012 Annual Meeting of Stockholders (the “Proxy Statement”) as filed with the Securities and Exchange Commission (the “SEC”), and is incorporated herein by reference to Appendix A of the Proxy Statement.  The above description of the 2002 Plan is qualified in its entirety by reference to the full text of the plan.

 

ITEM 5.07.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

SPX Corporation held its Annual Meeting of Stockholders on May 3, 2012.  The results for each matter voted on by the stockholders at that meeting were as follows:

 

Proposal 1:  Election of Directors

 

Director

 

Term Expiring

 

For

 

Against

 

Abstain

 

Broker Non-
votes

 

Christopher J. Kearney

 

2015

 

40,177,359

 

1,803,571

 

171,510

 

3,017, 247

 

Martha B. Wyrsch

 

2015

 

40,843,096

 

1,099,402

 

209,942

 

3,017,247

 

Peter Volanakis

 

2013

 

40,276,836

 

1,669,913

 

205,691

 

3,017,247

 

 

As a result, each of the directors was elected.

 

Proposal 2: Proposal to Amend and Restate the SPX 2002 Stock Compensation Plan

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-votes

 

 

 

35,747,243

 

6,092,626

 

312,571

 

3,017,247

 

 

As a result, the plan was amended and restated.

 

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Proposal 3:  Advisory Vote to Approve the Compensation of Our Named Executive Offices

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-votes

 

 

 

21,742,460

 

20,013,117

 

396,863

 

3,017,247

 

 

As a result, a majority of votes cast in the advisory vote were in favor of approval of the compensation of the Company’s named executive officers.

 

Proposal 4:  Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants in 2012

 

 

 

For

 

Against

 

Abstain

 

 

 

44,120,681

 

806,189

 

242,817

 

 

As a result, the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants in 2012 was ratified.

 

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Item 9.01.  Financial Statements and Exhibits.

 

Exhibits

 

Exhibit

 

 

Number

 

Description

 

 

 

10.1

 

2002 Stock Compensation Plan (As Amended and Restated) (incorporated herein by reference to Appendix A of the Registrant’s definitive proxy statement for its 2012 Annual Meeting of Stockholders, filed March 22, 2012)

 

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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.

 

SPX CORPORATION

 

 

Date: May 9, 2012

By:

/s/ Kevin L. Lilly

 

 

Kevin L. Lilly

 

 

Senior Vice President, Secretary and General Counsel

 

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EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

10.1

 

2002 Stock Compensation Plan (As Amended and Restated) (incorporated herein by reference to Appendix A of the Registrant’s definitive proxy statement for its 2012 Annual Meeting of Stockholders, filed March 22, 2012)

 

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