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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): February 20, 2024
 
HILLENBRAND, INC.
(Exact name of registrant as specified in its charter)
 
Indiana 1-33794 26-1342272
(State or other jurisdiction of incorporation) (Commission
File Number)		 (IRS Employer
Identification No.)
 
One Batesville Boulevard  
Batesville,Indiana 47006
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code:   (812) 931-5000
 
Not Applicable
(Former name or former address, if changed since last report)
 
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. of Form 8-K):
 
☐  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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueHINew 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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. o   



Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On February 20, 2024, Hillenbrand, Inc. (the “Company”) held its Annual Meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted upon the following proposals:

    (1)    the election of three (3) members of the Company’s Board of Directors;
    (2)    the approval, by a non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers (“Say on Pay Vote”); and
    (3)    the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

The final results of the votes taken at the meeting were as follows:
 

Proposal 1: Election of three members to the Company’s Board of Directors for terms expiring in 2027:

Director’s NameVotes ForVotes WithheldBroker Non-VotesPercentage of
Votes Cast
In Favor
Helen W. Cornell56,970,3432,243,1275,750,84196.21 %
Jennifer W. Rumsey58,665,373548,0975,750,84199.07 %
Stuart A. Taylor, II57,491,2591,722,2115,750,84197.09 %

Proposal 2: Approval, by a non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers (“Say on Pay Vote”):

Votes ForVotes AgainstVotes AbstainedBroker Non-VotesPercentage of
Votes Cast
in Favor
58,546,385 484,712 182,373 5,750,84199.17 %

Proposal 3: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024:

Votes ForVotes AgainstVotes AbstainedBroker Non-VotesPercentage of
Votes Cast
in Favor
64,676,737 184,620 102,954 99.71 %

2


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.


Date: February 20, 2024                        HILLENBRAND, INC.

BY:    /s/ Nicholas R. Farrell
_____________________________________
Nicholas R. Farrell
Senior Vice President, General Counsel, and Secretary
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Feb. 20, 2024
Cover [Abstract]  
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Soliciting Material false
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Pre-commencement Issuer Tender Offer false
Document Type 8-K
Title of 12(b) Security Common Stock, without par value
Entity Address, Address Line One One Batesville Boulevard
Entity Incorporation, State or Country Code IN
Entity File Number 1-33794
Entity Tax Identification Number 26-1342272
Entity Address, City or Town Batesville,
Entity Address, State or Province IN
Entity Address, Postal Zip Code 47006
Trading Symbol HI
Security Exchange Name NYSE
Document Period End Date Feb. 20, 2024
Entity Registrant Name HILLENBRAND, INC.
City Area Code 812
Local Phone Number 931-5000
Written Communications false
Amendment Flag false
Entity Emerging Growth Company false
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