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 8, 2015
SPX CORPORATION
(Exact Name of Registrant as specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
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1-6948 (Commission File Number) |
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38-1016240 (I.R.S. Employer Identification No.)
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13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of Principal Executive Offices) (Zip Code)
Registrants 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
As described in Item 5.07 below, at the 2015 Annual Meeting of Stockholders (the Annual Meeting) of SPX Corporation (the Company) held on May 8, 2015, the Companys stockholders voted to approve the amendment and restatement of the Companys 2002 Stock Compensation Plan (the 2002 Plan). The amendment and restatement of the 2002 Plan, upon such approval, became effective as of May 8, 2015.
The purpose of the 2002 Plan is to compensate and retain our employees and to align interests of our employees with those of our stockholders. Under the 2002 Plan, up to 6,150,000 shares of Company common stock may be granted, subject to adjustment as set forth under the 2002 Plan. Awards may be granted under the 2002 Plan until May 8, 2025, the tenth anniversary of the 2002 Plans effective date, unless terminated earlier in accordance with the terms of the 2002 Plan.
Additional details regarding the 2002 Plan are contained in the Companys definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on March 26, 2015 (the 2015 Proxy Statement) under the heading Proposal No. 3 Amendment and Restatement of 2002 Stock Compensation Plan. The above description of the 2002 Plan is not complete and is qualified in its entirety by reference to the full text of the 2002 Plan, which is appended to the 2015 Proxy Statement as Appendix A and incorporated by reference herein.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting on May 8, 2015. The results for each matter voted on by the stockholders at the Annual Meeting were as follows:
Proposal 1: Election of Directors
Director |
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Term Expiring |
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For |
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Against |
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Abstain |
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Broker Non- |
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Christopher J. Kearney |
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2018 |
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32,914,133 |
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1,602,324 |
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315,252 |
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2,623,799 |
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Robert F. Hull, Jr. |
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2018 |
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34,068,458 |
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591,277 |
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171,974 |
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2,623,799 |
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Anne K. Altman |
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2018 |
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34,426,362 |
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221,012 |
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184,335 |
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2,623,799 |
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As a result, each of the directors was elected for a term expiring in 2018.
Proposal 2: Advisory Vote to Approve the Compensation of the Companys Named Executive Officers
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For |
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Against |
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Abstain |
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Broker |
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|
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16,126,563 |
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18,469,817 |
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235,329 |
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2,623,799 |
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A majority of votes cast in the advisory vote were against approval of the compensation of the Companys named executive officers.
Proposal 3: Amendment and Restatement of the 2002 Stock Compensation Plan
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For |
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Against |
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Abstain |
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Broker |
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|
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30,307,389 |
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4,279,153 |
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245,167 |
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2,623,799 |
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As a result, the Amendment and Restatement of the 2002 Stock Compensation Plan was approved.
Proposal 4: Amendment of the Companys Certificate of Incorporation to Reduce Par Value
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For |
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Against |
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Abstain |
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36,871,265 |
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314,504 |
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269,739 |
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As a result, the Amendment of the Companys Certificate of Incorporation was approved.
Proposal 5: Ratification of the Appointment of Deloitte & Touche LLP as the Companys Independent Registered Public Accountants in 2015
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For |
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Against |
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Abstain |
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36,894,212 |
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338,996 |
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222,300 |
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As a result, the appointment of Deloitte & Touche LLP as the Companys Independent Registered Public Accountants in 2015 was ratified.
Item 9.01. Financial Statements and Exhibits.
Exhibit |
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Number |
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Description |
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99.1 |
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SPX Corporation 2002 Stock Compensation Plan (As Amended and Restated effective May 8, 2015). Incorporated herein by reference to Appendix A of our definitive proxy statement for our 2015 Annual Meeting of Stockholders, filed March 26, 2015 (file no. 1-6948). |
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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SPX CORPORATION | ||
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Date: May 13, 2015 |
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By: |
/s/ Stephen A. Tsoris |
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Stephen A. Tsoris |
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Vice President, Secretary and General Counsel |
EXHIBIT INDEX
Exhibit |
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Number |
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Description |
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99.1 |
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SPX Corporation 2002 Stock Compensation Plan (As Amended and Restated effective May 8, 2015). Incorporated herein by reference to Appendix A of our definitive proxy statement for our 2015 Annual Meeting of Stockholders, filed March 26, 2015 (file no. 1-6948). |