Current Report Filing (8-k)
01 November 2017 - 7:08AM
Edgar (US Regulatory)
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): October 25, 2017
BRIGGS & STRATTON CORPORATION
(Exact name of registrant as specified in its charter)
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Wisconsin
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1-1370
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39-0182330
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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12301 West Wirth Street, Wauwatosa, Wisconsin 53222
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (414)
259-5333
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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. ☐
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 25, 2017, the shareholders of Briggs & Stratton Corporation (the Company) approved the Briggs & Stratton
Corporation 2017 Omnibus Incentive Plan (the 2017 Plan). The 2017 Plan is intended to motivate participants through performance-related incentives, align the interests of participants with those of the Companys shareholders and
enable the Company to attract and retain qualified and competent persons as employees and members of its Board of Directors. The 2017 Plan provides for a variety of awards, including stock options, stock appreciation rights, restricted stock,
restricted stock units, performance share units, performance units and other stock-based and cash-based awards, as described in the Companys Definitive Proxy Statement for its 2017 Annual Meeting of Shareholders, which was filed with the
Securities and Exchange Commission on September 8, 2017 (the 2017 Proxy Statement).
The foregoing description of the 2017 Plan is not
complete and is qualified in its entirety by the full text of the 2017 Plan, which was included as Exhibit B to the 2017 Proxy Statement and is incorporated herein by reference. The forms of each award agreement under the 2017 Plan are filed as
exhibits to this Current Report on Form
8-K
and are incorporated by reference herein.
On October 25, 2017,
the Company entered into an agreement with Todd J. Teske, its President and Chief Executive Officer, to modify the outstanding equity awards previously granted to Mr. Teske under the Companys 2014 Omnibus Incentive Plan, as amended (the
Existing Award Agreements). The modifications are designed to align the treatment of awards under the Existing Award Agreements in the event of a termination without cause with the treatment in such a circumstance under the award
agreements under the 2017 Plan. The Existing Award Agreements, as amended, provide that the termination date is the date upon which Mr. Teskes employment agreement with the Company would have expired had he been provided with a notice of
nonrenewal of his employment agreement by the Company on the date of notice of a termination without cause instead of the date of termination as was previously the case.
The agreement with Mr. Teske is filed as Exhibit 10.10 to this Current Report on Form
8-K
and is incorporated
herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Companys Annual Meeting of Shareholders
was held on October 25, 2017 (the Annual Meeting), with the following results:
The following nominees were elected to serve three-year
terms on the Companys Board of Directors by the following votes:
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For
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Withheld
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Broker Non-Votes
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Keith R. McLoughlin
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32,098,605
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2,473,171
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4,079,768
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Henrik C. Slipsager
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32,174,467
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2,397,309
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4,079,768
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Brian C. Walker
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27,427,132
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7,144,644
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4,079,768
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Directors of the Company who were not up for
re-election
at the Annual Meeting and whose terms of office continued
after the Annual Meeting are as follows: Jeffrey R. Hennion, James E. Humphrey, Frank M. Jaehnert, Patricia L. Kampling, Charles I. Story and Todd J. Teske.
Deloitte & Touche LLP was ratified as the Companys independent auditors by the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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38,399,010
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177,684
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74,850
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The advisory proposal to approve executive compensation was approved by the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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32,168,112
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2,270,605
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133,059
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4,079,768
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The advisory proposal on the frequency of future advisory votes to approve executive compensation received the following
votes:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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24,465,982
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101,712
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9,901,031
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103,051
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4,079,768
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Based on the results of the advisory proposal on the frequency of future advisory votes to approve executive officer
compensation and other factors, the Companys Board of Directors determined that it will continue to hold future advisory votes to approve executive compensation annually until the next required shareholder vote on the frequency of these votes.
The 2017 Plan was approved by the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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31,368,337
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3,089,541
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113,898
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4,079,768
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
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.
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BRIGGS & STRATTON CORPORATION
(Registrant)
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Date: October 31, 2017
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By:
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/s/ Kathryn M. Buono
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Kathryn M. Buono
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Vice President, General Counsel and Corporate Secretary
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Duly Authorized Officer
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