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

 

 

 

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

 

 

P.O. Box 2566, Oshkosh, Wisconsin 54903

(Address of principal executive offices, including zip code)

 

(920) 235-9151

(Registrant’s telephone number)

 

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.

 

On February 6, 2017, Thomas J. Polnaszek, Senior Vice President, Controller and Chief Accounting Officer of Oshkosh Corporation (the “Company”), notified the Company that he intends to retire from the Company effective upon completion of a transition period.

 

At the annual meeting of the shareholders of the Company held on February 7, 2017 (the “Annual Meeting”), the shareholders of the Company approved the Oshkosh Corporation 2017 Incentive Stock and Awards Plan (the “Plan”). The Plan provides that up to a total of 6,800,000 shares of the Company’s common stock may be issued thereunder. The Plan authorizes the grant to the Company’s officers, directors, eligible employees and consultants of stock options, stock appreciation rights, performance shares, performance units, shares of common stock, restricted stock, restricted stock units and annual or long-term incentive awards.

 

The Company cannot currently determine the benefits, if any, to be paid under the Plan in the future to the officers of the Company, including the Company’s named executive officers.

 

The Plan is described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on December 20, 2016, and the full text of the Plan appears as Attachment B to that definitive proxy statement.  The description of the Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.

 

Item 5.07.             Submission of Matters to a Vote of Security Holders.

 

On February 7, 2017, the independent inspector of elections for the Annual Meeting delivered its final tabulation of voting results for each of the matters submitted to a vote at the Annual Meeting, certifying the voting results set forth below.

 

The Company’s shareholders elected the following directors for terms expiring at the Company’s 2018 Annual Meeting of Shareholders by the votes indicated:

 

Nominee		Shares Voted For		Shares Withheld			Broker Non-Votes
Keith J. Allman		62,292,425		47,692			5,244,435
Peter B. Hamilton		62,288,483		51,634			5,244,435
Wilson R. Jones		62,287,128		52,989			5,244,435
Leslie F. Kenne		62,287,626		52,491			5,244,435
Kimberley Metcalf-Kupres		62,293,029		47,088			5,244,435
Steven C. Mizell		62,290,834		49,283			5,244,435
Stephen D. Newlin		59,541,820		2,798,297			5,244,435
Craig P. Omtvedt		62,287,293		52,824			5,244,435
Duncan J. Palmer		62,294,671		45,446			5,244,435
John S. Shiely		62,288,329		51,788			5,244,435
William S. Wallace		62,288,037		52,080			5,244,435

 

The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending September 30, 2017 by the votes indicated:

 

Shares Voted For		Shares Voted Against		Abstentions
66,895,688		664,052		24,812

 

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The Company’s shareholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement for the Annual Meeting by the votes indicated:

 

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
60,196,729		2,053,135		90,253		5,244,435

 

The Company’s shareholders voted to approve, on a nonbinding, advisory basis, holding a nonbinding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for future annual meetings on an annual basis by the votes indicated:

 

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
56,895,668		124,250		5,256,159		64,040		5,244,435

 

The Company’s shareholders voted to approve the Plan by the votes indicated:

 

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
58,380,355		3,885,727		74,035		5,244,435

 

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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.

 

		OSHKOSH CORPORATION
Date:	February 10, 2017	By:	/s/ Ignacio A. Cortina
			Ignacio A. Cortina
			Executive Vice President, General Counsel and Secretary

 

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