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): December 6, 2013 (December 4, 2013)
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware | 001-09764 | 11-2534306 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
400 Atlantic Street, Suite 1500
Stamford, CT 06901
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (203) 328-3500
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):
¨ | 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to the 2012 Stock Option and Incentive Plan
In October 2013, the Board of Directors of Harman International Industries, Incorporated (the Company) adopted, subject to stockholder approval, an amendment to the Companys 2012 Stock Option and Incentive Plan (2012 Incentive Plan) that would (a) increase the number of shares of Common Stock available for future awards under the 2012 Incentive Plan by 2,869,821 shares and (b) modify certain share counting provisions (collectively, the Plan Amendment). On December 4, 2013, the Plan Amendment was approved by stockholders at the Companys 2013 Annual Meeting of Stockholders (the Annual Meeting).
The foregoing summary description of the Plan Amendment is qualified in its entirety by reference to the actual terms of the Plan Amendment, which was attached as Appendix A to the Companys 2013 Proxy Statement, as filed with the Securities and Exchange Commission on October 21, 2013 (the Proxy Statement). For additional information regarding the Plan Amendment, stockholders are encouraged to refer to Proposal 3 of the Proxy Statement.
2014 Key Executive Officers Bonus Plan
In September 2013, the Compensation and Option Committee of the Board of Directors of the Company approved, subject to stockholder approval, the 2014 Key Executive Officers Bonus Plan. As compared to the 2008 Key Executive Officers Bonus Plan, the new plan will (i) increase the maximum cash award payable to any plan participant during a fiscal year from $3 million to $5 million and (ii) limit a participants award amount upon a change in control to a pro-rated amount of the participants target award amount. On December 4, 2013, the 2014 Key Executive Officers Bonus Plan was approved by stockholders at the Annual Meeting.
The foregoing summary description of the 2014 Key Executive Officers Bonus Plan is qualified in its entirety by reference to the actual terms of the 2014 Key Executive Officers Bonus Plan, which was attached as Appendix B to the Proxy Statement. For additional information regarding the 2014 Key Executive Officers Bonus Plan, stockholders are encouraged to refer to Proposal 4 of the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 4, 2013, the Company held the Annual Meeting. At the Annual Meeting, stockholders considered the following proposals:
| the election of the ten director nominees named in the Proxy Statement; |
| the ratification of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2014; |
| the approval of the Plan Amendment; |
| the approval of the Companys 2014 Key Executive Officers Bonus Plan; and |
| an advisory vote to approve the compensation of the Companys named executive officers. |
Each of the proposals is further described in the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results of the matters voted on by the stockholders are set forth below. Only stockholders of record as of the close of business on October 7, 2013 were entitled to vote at the Annual Meeting. As of the record date, 68,782,764 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 61,140,568 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum. There were no Broker Non-Votes for any of the proposals.
1. The Companys stockholders elected the ten director nominees named in the Proxy Statement with the following votes:
FOR | AGAINST | ABSTAIN | ||||||||||
Adriane M. Brown |
60,906,806 | 179,323 | 54,439 | |||||||||
John W. Diercksen |
60,894,883 | 189,646 | 56,039 | |||||||||
Ann McLaughlin Korologos |
56,034,627 | 5,050,753 | 55,188 | |||||||||
Dr. Jiren Liu |
39,954,015 | 21,131,689 | 54,864 | |||||||||
Edward H. Meyer |
59,156,156 | 1,928,033 | 56,379 | |||||||||
Dinesh C. Paliwal |
59,275,278 | 1,738,176 | 127,114 | |||||||||
Kenneth M. Reiss |
60,922,402 | 163,286 | 54,880 | |||||||||
Hellene S. Runtagh |
59,897,406 | 1,188,782 | 54,380 | |||||||||
Frank S. Sklarsky |
59,895,017 | 1,190,319 | 55,232 | |||||||||
Gary G. Steel |
59,831,450 | 1,254,180 | 54,938 |
2. The Companys stockholders ratified the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2014 with the following votes:
FOR |
AGAINST |
ABSTAIN | ||
60,514,908 |
575,959 | 49,701 |
3. The Companys stockholders approved the Plan Amendment with the following votes:
FOR |
AGAINST |
ABSTAIN | ||
57,633,254 |
2,953,905 | 553,409 |
4. The Companys stockholders approved the Companys 2014 Key Executive Officers Bonus Plan with the following votes:
FOR |
AGAINST |
ABSTAIN | ||
59,392,972 |
1,615,155 | 132,441 |
5. The Companys stockholders approved, by advisory vote, the compensation of the Companys named executive officers with the following votes:
FOR |
AGAINST |
ABSTAIN | ||
57,657,702 |
3,315,288 | 167,578 |
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit |
Description | |
10.1 | Amendment No. 1 to The Harman International Industries, Incorporated 2012 Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Companys Proxy Statement dated October 21, 2013). | |
10.2 | Harman International Industries, Incorporated 2014 Key Executive Officers Bonus Plan (incorporated by reference to Appendix B to the Companys Proxy Statement dated October 21, 2013). |
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.
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED | ||
By: | /s/ Todd A. Suko | |
Todd A. Suko | ||
Executive Vice President and General Counsel |
Date: December 6, 2013