Form 8-K

 

 

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 6, 2013 (December 4, 2013)

 

 

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))

 

 

 


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 2013, 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 (“2012 Incentive Plan”) that would (a) increase the number of shares of Common Stock available for future awards under the 2012 Incentive Plan by 2,869,821 shares and (b) modify certain share counting provisions (collectively, the “Plan Amendment”). On December 4, 2013, the Plan Amendment was approved by stockholders at the Company’s 2013 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 2013 Proxy Statement, as filed with the Securities and Exchange Commission on October 21, 2013 (the “Proxy Statement”). For additional information regarding the Plan Amendment, stockholders are encouraged to refer to Proposal 3 of the Proxy Statement.

2014 Key Executive Officers Bonus Plan

In September 2013, the Compensation and Option Committee of the Board of Directors of the Company approved, subject to stockholder approval, the 2014 Key Executive Officers Bonus Plan. As compared to the 2008 Key Executive Officers Bonus Plan, the new plan will (i) increase the maximum cash award payable to any plan participant during a fiscal year from $3 million to $5 million and (ii) limit a participant’s award amount upon a change in control to a pro-rated amount of the participant’s target award amount. On December 4, 2013, the 2014 Key Executive Officers Bonus Plan was approved by stockholders at the Annual Meeting.

The foregoing summary description of the 2014 Key Executive Officers Bonus Plan is qualified in its entirety by reference to the actual terms of the 2014 Key Executive Officers Bonus Plan, which was attached as Appendix B to the Proxy Statement. For additional information regarding the 2014 Key Executive Officers Bonus Plan, stockholders are encouraged to refer to Proposal 4 of the Proxy Statement.

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

On December 4, 2013, the Company held the Annual Meeting. At the Annual Meeting, stockholders considered the following proposals:

 

    the election of the ten director nominees named in the Proxy Statement;

 

    the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2014;

 

    the approval of the Plan Amendment;

 

    the approval of the Company’s 2014 Key Executive Officers Bonus Plan; and

 

    an advisory vote to approve the compensation of the Company’s named executive officers.


Each of the proposals is further described in the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results of the matters voted on by the stockholders are set forth below. Only stockholders of record as of the close of business on October 7, 2013 were entitled to vote at the Annual Meeting. As of the record date, 68,782,764 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 61,140,568 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum. There were no Broker Non-Votes for any of the proposals.

1. The Company’s stockholders elected the ten director nominees named in the Proxy Statement with the following votes:

 

     FOR      AGAINST      ABSTAIN  

Adriane M. Brown

     60,906,806         179,323         54,439   

John W. Diercksen

     60,894,883         189,646         56,039   

Ann McLaughlin Korologos

     56,034,627         5,050,753         55,188   

Dr. Jiren Liu

     39,954,015         21,131,689         54,864   

Edward H. Meyer

     59,156,156         1,928,033         56,379   

Dinesh C. Paliwal

     59,275,278         1,738,176         127,114   

Kenneth M. Reiss

     60,922,402         163,286         54,880   

Hellene S. Runtagh

     59,897,406         1,188,782         54,380   

Frank S. Sklarsky

     59,895,017         1,190,319         55,232   

Gary G. Steel

     59,831,450         1,254,180         54,938   

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, 2014 with the following votes:

 

FOR

  

AGAINST

  

ABSTAIN

60,514,908

   575,959    49,701

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

 

FOR

  

AGAINST

  

ABSTAIN

57,633,254

   2,953,905    553,409

4. The Company’s stockholders approved the Company’s 2014 Key Executive Officers Bonus Plan with the following votes:


FOR

  

AGAINST

  

ABSTAIN

59,392,972

   1,615,155    132,441

5. The Company’s stockholders approved, by advisory vote, the compensation of the Company’s named executive officers with the following votes:

 

FOR

  

AGAINST

  

ABSTAIN

57,657,702

   3,315,288    167,578

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  

Description

10.1    Amendment No. 1 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 21, 2013).
10.2    Harman International Industries, Incorporated 2014 Key Executive Officers Bonus Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement dated October 21, 2013).


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.

 

HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED
By:  

/s/ Todd A. Suko

  Todd A. Suko
  Executive Vice President and General Counsel

Date: December 6, 2013