8-K
SPX CORP false 0000088205 0000088205 2020-04-02 2020-04-02

 

 

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): April 2, 2020

 

SPX CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-6948

 

38-1016240

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

13320-A Ballantyne Corporate Place

Charlotte, North Carolina 28277

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (980) 474-3700

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 obligation of the registrant under any of the following provisions:

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 class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01

 

SPXC

 

New 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 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  

 

 


Item 8.01. Other Events

The Addendum to Proxy Statement (the “Addendum”) of SPX Corporation (the “Company”) dated April 2, 2020 filed as Exhibit 99.1 hereto corrects, supersedes and replaces the Equity Compensation Plan Information table appearing on page 42 of the Company’s 2020 Notice of Annual Meeting and Stockholders and Proxy Statement filed on April 2, 2020, which table was incorporated by reference into Part III, Item 12 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The Addendum is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit
Number

   

Description

         
 

99.1

   

Addendum to Proxy Statement dated April 2, 2020

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1


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.

 

 

SPX CORPORATION

 

 

(Registrant)

             

Date: April 2, 2020

 

 

By:

 

/s/ John W. Nurkin

 

 

 

John W. Nurkin

 

 

 

Vice President, General Counsel and Secretary

 

2

EX-99.1

Exhibit 99.1

 

13320-A Ballantyne Corporate Place
Charlotte, NC 28277
Telephone: (980) 474-3700
Facsimile: (980) 474-3729
   LOGO
April 2, 2020

ADDENDUM TO PROXY STATEMENT

Following the printing of our 2020 Notice of Annual Meeting of Stockholders and Proxy Statement, we determined that numbers appearing in the second and fourth columns of the Equity Compensation Plan Information table appearing on page 42 were inadvertently transposed. The corrected table is as follows and replaces and supersedes the table appearing on page 42 of our 2020 Notice of Annual Meeting of Stockholders and Proxy Statement.

 

Plan Category

   Number of
Securities to Be
Issued Upon
Exercise of
Outstanding Options,
Warrants, and
Rights (a)(1)
     Weighted-Average
Exercise
Price of Outstanding
Options, Warrants,
and Rights (b)(2)
     Number of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a))(3)
 

Equity Compensation Plans Approved By Stockholders

     2,296,954        19.05        4,943,874  
  

 

 

    

 

 

    

 

 

 

Total

     2,296,954        19.05        4,943,874  
  

 

 

    

 

 

    

 

 

 

 

(1)

Comprised of 1,691,343 shares issuable upon the exercise of outstanding Options and 605,611 shares issuable pursuant to RSUs and PSUs.

(2)

Excludes RSUs and PSUs.

(3)

All these shares were available for issuance under the 2019 Stock Compensation Plan.