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 5, 2014 (December 3, 2014)

 

 

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)

Registrant’s 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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

The 2014 Annual Meeting of Stockholders (“Annual Meeting”) of Harman International Industries, Incorporated (the “Company”) was held on December 3, 2014. Only stockholders of record as of the close of business on October 7, 2014 were entitled to vote at the Annual Meeting. As of the record date, 68,506,141 shares of common stock were outstanding and entitled to vote. At the Annual Meeting, 61,715,155 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum.

At the Annual Meeting, stockholders considered the following proposals:

 

•

the election of nine director nominees;

 

•

the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015; and

 

•

an advisory vote to approve the compensation of the Company’s named executive officers.

The results of the matters voted on by the stockholders are set forth below.

1. The Company’s stockholders elected the nine director nominees with the following votes:

 

		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
Adriane M. Brown			58,532,851				62,650				224,754				2,894,900
John W. Diercksen			58,532,552				61,243				226,460				2,894,900
Ann McLaughlin Korologos			57,313,292				1,282,507				224,456				2,894,900
Edward H. Meyer			57,357,299				1,235,955				227,001				2,894,900
Dinesh C. Paliwal			57,201,097				1,386,059				233,099				2,894,900
Kenneth M. Reiss			58,518,351				82,294				219,610				2,894,900
Hellene S. Runtagh			58,522,165				80,157				217,933				2,894,900
Frank S. Sklarsky			58,541,168				61,195				217,892				2,894,900
Gary G. Steel			58,530,358				71,937				217,960				2,894,900

2. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015 with the following votes:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
60,888,755		607,778		218,622		0

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3. The Company’s stockholders approved, by advisory vote, the compensation of the Company’s named executive officers with the following votes:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
54,801,389		3,611,771		407,095		2,894,900

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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.

 

Date: December 5, 2014