Summary
This filing is an amendment to a previous 8-K report, specifically updating Item 5.07 regarding the results of Rockwell Automation's annual shareholder meeting held on February 1, 2011. The primary focus is on the advisory shareholder vote concerning the frequency of future advisory votes on executive compensation. Shareholders voted overwhelmingly in favor of holding an annual advisory vote on executive compensation.
Key Highlights
- 1Amendment No. 1 to the Form 8-K dated February 7, 2011, updates Item 5.07.
- 2The amendment clarifies the Board of Directors' decision on the frequency of advisory shareholder votes on executive compensation.
- 3Shareholders voted at the February 1, 2011 annual meeting on the frequency of "say-on-pay" votes.
- 4The "One Year" option for the advisory vote frequency received 61,862,731 votes.
- 5The "Three Years" option received 30,762,807 votes, and "Two Years" received 1,535,103 votes.
- 6Based on the shareholder vote and other factors, the Board of Directors decided to hold an annual advisory vote on executive compensation.
- 7The Company will continue with annual advisory votes on executive compensation until the next required vote, which will be no later than the 2017 annual meeting.
Frequently Asked Questions
This filing is an amendment to a previous 8-K report. Its primary purpose is to provide an update on the results of Rockwell Automation's annual shareholder meeting held on February 1, 2011, specifically concerning the decision on how frequently the company will hold advisory shareholder votes on executive compensation.
Shareholders voted in favor of holding an advisory vote on the compensation of named executive officers on an annual basis. The "One Year" option received the most votes, indicating shareholder preference for an annual review.
In light of the shareholder vote results and other considerations, the Board of Directors has determined that Rockwell Automation will include an advisory shareholder vote on executive compensation in its proxy materials every year. This practice will continue until the next required advisory vote on the frequency, which is expected no later than the 2017 annual shareholder meeting.
No, this filing is procedural. It amends a previous report to clarify the outcome of a shareholder vote and the subsequent Board decision regarding the frequency of "say-on-pay" votes. It does not report new financial results or changes to business operations.