SPX Corporation 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 3, 2012
(Exact Name of Registrant as specified in Charter)
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code (704) 752-4400
(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))
At the 2012 Annual Meeting of Stockholders of SPX Corporation (the Company) held on May 3, 2012, the Companys stockholders voted to approve the amendment and restatement of the Companys 2002 Stock Compensation Plan (the 2002 Plan). The amendment and restatement of the 2002 Plan was adopted by the Companys Board of Directors on February 22, 2012, subject to stockholder approval, and upon such approval became effective as of May 4, 2012. Stockholder approval of the 2002 Plan was requested to: (i) count full value share awards (including restricted stock that may be granted to the Companys senior employees, including its officers, but excluding stock options and stock appreciation rights) as 2.0 shares of common stock for purposes of determining the total number of shares subject to issuance under the 2002 Plan; (ii) authorize the award of shares to non-employee directors; (iii) clarify the terms pursuant to which restricted stock units are authorized for issuance under the plan; (iv) create a choice of forum for North Carolina in the event of certain disputes; and (v) certain other non-material changes. The 2002 Plan was described in and appended to the Companys definitive proxy statement for its 2012 Annual Meeting of Stockholders (the Proxy Statement) as filed with the Securities and Exchange Commission (the SEC), and is incorporated herein by reference to Appendix A of the Proxy Statement. The above description of the 2002 Plan is qualified in its entirety by reference to the full text of the plan.
SPX Corporation held its Annual Meeting of Stockholders on May 3, 2012. The results for each matter voted on by the stockholders at that meeting were as follows:
Proposal 1: Election of Directors
As a result, each of the directors was elected.
Proposal 2: Proposal to Amend and Restate the SPX 2002 Stock Compensation Plan
As a result, the plan was amended and restated.
Proposal 3: Advisory Vote to Approve the Compensation of Our Named Executive Offices
As a result, a majority of votes cast in the advisory vote were in favor of approval of the compensation of the Companys named executive officers.
Proposal 4: Ratification of the Appointment of Deloitte & Touche LLP as the Companys Independent Registered Public Accountants in 2012
As a result, the appointment of Deloitte & Touche LLP as the Companys Independent Registered Public Accountants in 2012 was ratified.
Item 9.01. Financial Statements and Exhibits.
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.