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(Address
of Principal Executive Offices, and Zip Code)
(i262) i656-5200
(Registrant’s telephone number, including area code)
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:
i☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communication 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
iCommon Stock, $1.00 par value
iSNA
iNew
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company i☐
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 5.07 Submission of Matters to a Vote of Security Holders.
Snap-on Incorporated (the “Company”) held its 2024 Annual Meeting of Shareholders on April 25, 2024 (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s shareholders:
(i) elected 10 members of the Company’s Board of Directors to each serve a one-year term ending at the Annual Meeting of Shareholders to be held in 2025 (the “2025 Annual Meeting”); (ii) ratified the Audit Committee’s selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for fiscal 2024; and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the 2024 Annual Meeting (the “2024 Proxy Statement”). There were 52,838,375 shares of the Company’s common stock outstanding and eligible
to vote as of the close of business on February 26, 2024, the record date for the 2024 Annual Meeting.
The directors elected to the Company’s Board of Directors for terms expiring at the 2025 Annual Meeting, and the number of votes cast for and against, as well as abstentions and broker non-votes with respect to, each individual, are set forth below:
Director
For
Against
Abstentions
Broker Non-Votes
David
C. Adams
33,352,833
9,271,919
193,256
4,476,056
Karen L. Daniel
38,621,065
4,070,004
126,938
4,476,056
Ruth Ann M. Gillis
42,517,099
202,542
98,367
4,476,056
James
P. Holden
36,973,647
5,741,533
102,828
4,476,056
Nathan J. Jones
40,025,646
2,679,272
113,089
4,476,056
Henry W. Knueppel
39,151,722
3,558,087
108,199
4,476,056
W.
Dudley Lehman
38,836,787
3,877,290
103,931
4,476,056
Nicholas T. Pinchuk
38,443,165
4,262,579
112,264
4,476,056
Gregg M. Sherrill
40,734,423
1,971,738
111,847
4,476,056
Donald
J. Stebbins
42,491,497
222,394
104,117
4,476,056
The proposal to ratify the Audit Committee’s selection of Deloitte as the Company’s independent registered public accounting firm for fiscal 2024 received the following votes:
Votes for approval:
42,722,753
Votes against:
4,477,738
Abstentions:
93,572
Broker non-votes:
0
The
advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation Information” in the 2024 Proxy Statement, received the following votes:
Votes for approval:
39,699,132
Votes against:
2,961,442
Abstentions:
157,434
Broker non-votes:
4,476,056
***
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Snap-on Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
