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 11, 2015 (December 9, 2015)

 

 

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 5.02. 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 2015, the Compensation and Option Committee of the Board of Directors of Harman International Industries, Incorporated (the “Company”) adopted, subject to stockholder approval, an amendment to the Company’s 2012 Stock Option and Incentive Plan, as amended (“2012 Incentive Plan”) that would increase the number of shares of the Company’s common stock available for future awards under the 2012 Incentive Plan by 2,000,000 shares (the “Plan Amendment”). On December 9, 2015, the Plan Amendment was approved by stockholders at the Company’s 2015 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 Company’s 2015 Proxy Statement, as filed with the Securities and Exchange Commission on October 28, 2015 (the “Proxy Statement”). For additional information regarding the Plan Amendment, stockholders are encouraged to refer to Proposal 3 of the Proxy Statement.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on December 9, 2015. Only stockholders of record as of the close of business on October 14, 2015 were entitled to vote at the Annual Meeting. As of the record date, 71,224,154 shares of common stock were outstanding and entitled to vote. At the Annual Meeting, 63,040,956 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 11 director nominees;

 

•

the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2016;

 

•

the approval of the Plan Amendment; 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 11 director nominees with the following votes:

 

		FOR				WITHHELD				BROKER NON-VOTES
Adriane M. Brown			58,895,936				465,597				3,679,413
John W. Diercksen			58,988,777				372,756				3,679,413
Ann McLaughlin Korologos			58,191,792				1,169,741				3,679,413
Edward H. Meyer			58,369,046				992,487				3,679,413
Robert Nail			58,725,647				635,886				3,679,413
Dinesh C. Paliwal			57,771,143				1,590,390				3,679,413
Abraham N. Reichental			58,517,725				843,808				3,679,413
Kenneth M. Reiss			58,878,439				483,094				3,679,413
Hellene S. Runtagh			58,783,684				577,849				3,679,413
Frank S. Sklarsky			58,749,256				612,277				3,679,413
Gary G. Steel			58,896,437				465,096				3,679,413

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, 2016 with the following votes:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
62,032,060		631,404		377,482		0

3. The Company’s stockholders approved the Plan Amendment with the following votes:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
55,552,898		3,456,896		351,739		3,679,413

4. 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
57,166,731		1,749,883		444,919		3,679,413

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Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
10.1		Amendment No. 2 to The Harman International Industries, Incorporated 2012 Stock Option and Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement dated October 28, 2015).

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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 11, 2015