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)

April 27, 2014

 

REGAL BELOIT CORPORATION

(Exact name of registrant as specified in its charter)

 

Wisconsin

 

1-7283

 

39-0875718

(State or other

jurisdiction of

incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

 

200 State Street, Beloit, Wisconsin 53511

(Address of principal executive offices, including zip code)

 

(608) 364-8800

(Registrant’s telephone number, including area code)

 

REGAL-BELOIT CORPORATION

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.03              Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 27, 2015, Regal Beloit Corporation (the “Company”) filed Amended and Restated Articles of Incorporation of the Company with the Department of Financial Institutions of the State of Wisconsin (the “Amended and Restated Articles”).  The Amended and Restated Articles, formally approved by the Company’s shareholders on April 27, 2015 at the Company’s 2015 Annual Meeting of Shareholders (the “Annual Meeting”), as discussed under Item 5.07 below, provided for the declassification of the Company’s Board of Directors and removed the hyphen from the Company’s legal name.  The Amended and Restated Articles are described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 2015 in the sections entitled “Proposal 2:  Amend and Restate Our Articles of Incorporation to Declassify Our Board of Directors” and “Proposal 3:  Amend and Restate Our Articles of Incorporation to Remove Hyphen from Our Legal Name.”  The Amended and Restated Articles, which were effective upon filing on April 27, 2015, are attached hereto as Exhibit 3 and are incorporated by reference herein.

 

Item 5.07              Submission of Matters to a Vote of Security Holders.

 

On April 27, 2015, the Company held the Annual Meeting for the purposes of (i) electing four Class A Directors for terms expiring at the 2018 Annual Meeting of Shareholders; (ii) approving an amendment and restatement of the Company’s Articles of Incorporation to declassify the Company’s Board of Directors; (iii) approving an amendment and restatement of the Company’s Articles of Incorporation to remove the hyphen from the Company’s legal name; (iv) holding a shareholder advisory vote on the compensation of the Company’s named executive officers; and (v) ratifying the selection of Deloitte & Touche LLP as the independent auditors for the Company for the year ending January 2, 2016.

 

As of the March 4, 2015 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 44,720,037 shares of the Company’s common stock were outstanding and eligible to vote.  A total of 42,274,301 shares were voted in person or by proxy at the Annual Meeting.

 

The following are the final votes on the matters presented for approval at the Annual Meeting:

 

Election of Directors:

 

Name

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

 

 

 

 

 

 

 

 

 

 

Stephen M. Burt

 

40,330,963

 

614,360

 

49,934

 

1,279,044

 

Anesa Chaibi

 

40,266,233

 

671,210

 

57,814

 

1,279,044

 

Dean A. Foate

 

40,847,584

 

98,958

 

48,715

 

1,279,044

 

Henry W. Knueppel

 

40,772,706

 

173,719

 

48,832

 

1,279,044

 

 

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Vote on amendment and restatement of the Company’s Articles of Incorporation to declassify the Company’s Board of Directors:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

 

 

 

 

 

 

40,827,654

 

105,138

 

62,465

 

1,279,044

 

Vote on amendment and restatement of the Company’s Articles of Incorporation to remove the hyphen from the Company’s legal name:

 

For

 

Against

 

Abstain

 

 

 

 

 

42,140,364

 

72,999

 

60,938

 

Advisory vote on the compensation of the Company’s named executive officers:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

 

 

 

 

 

 

36,921,805

 

3,967,270

 

106,182

 

1,279,044

 

Vote on ratification of the selection of Deloitte & Touche LLP as the independent auditors for 2015:

 

For

 

Against

 

Abstain

 

 

 

 

 

41,483,469

 

742,301

 

48,531

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(a)                                 Not applicable.

 

(b)                                 Not applicable.

 

(c)                                  Not applicable.

 

(d)                                 Exhibits.  The following exhibits are being filed herewith:

 

(3)                                 Amended and Restated Articles of Incorporation, effective April 27, 2015.

 

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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.

 

 

REGAL BELOIT CORPORATION

 

 

 

 

Date: May 1, 2015

By:

/s/ Peter C. Underwood

 

 

Peter C. Underwood

 

 

Vice President, General Counsel and Secretary

 

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REGAL BELOIT CORPORATION

 

Exhibit Index to Report on Form 8-K

 

Dated April 27, 2015

 

Exhibit

 

Number

 

 

 

(3)

Amended and Restated Articles of Incorporation, effective April 27, 2015.

 

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