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i11270 West Park Place, iMilwaukee,
iWisconsini53224
(Address of principal executive offices, including zip code)
(i414)
i359-4000
(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 (see General Instruction A.2. below):
i☐
Written
communications 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 204.14a-12)
i☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13-e4(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 (par value $1.00 per share)
iAOS
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. i☐
Item
5.07. Submission of Matters to a Vote of Security Holders.
A. O. Corporation (the “Company”) held its Annual Meeting of Stockholders on April 9, 2024, for the purposes of the election of the Company’s Board of Directors, to hold an advisory vote to approve the compensation of our named executive officers, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and to consider a stockholder proposal requesting a Board report on our hiring practices with respect to formerly incarcerated people.
The voting results for the election of the
Company’s Board of Directors were as follows:
Class A Common Stock Directors
For
AuthorityWithheld
BrokerNon-Vote
Ronald D. Brown
25,655,156
1,800
0
Todd
W. Fister
25,656,956
0
0
Lois Martin
25,656,956
0
0
Ajita G. Rajendra
25,655,876
1,080
0
Mark D. Smith
25,655,156
1,800
0
Kevin
J. Wheeler
25,656,956
0
0
Common Stock Directors
For
AuthorityWithheld
BrokerNon-Vote
Victoria M. Holt
45,165,675
55,963,896
6,813,929
Dr.
Ilham Kadri
33,524,783
67,604,788
6,813,929
Michael M. Larsen
94,662,598
6,466,973
6,813,929
Christopher L. Mapes
69,493,765
31,635,807
6,813,929
The advisory voting results for the approval of the compensation of our named executive officers were as follows:
Total
Votes
For
34,550,676
Against
1,202,529
Abstain
16,709
Broker Non-Votes
681,393
The voting results for the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, were as follows:
Total
Votes
For
35,439,034
Against
1,002,466
Abstain
9,806
Broker Non-Votes
0
The voting results for a stockholder proposal requesting a Board report on our hiring practices with respect to formerly incarcerated people were as follows:
Total
Votes
For
2,421,076
Against
33,258,311
Abstain
90,526
Broker Non-Votes
681,393
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.
