UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: April 06, 2016
(Date of earliest event reported)
IDEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-10235 | 36-3555336 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) | |||
1925 W. Field Court
Lake Forest, Illinois 60045
(Address of principal executive offices, including zip code)
(847) 498-7070
(Registrant’s telephone number, including area code)
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:
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.
(d) Appointment of Mark A. Buthman as Director
On April 6, 2016, the Board of Directors (the “Board”) of IDEX Corporation (the “Company”) appointed Mark A. Buthman to serve as a member of the Board and as a member of the Audit Committee of the Board. Mr. Buthman will participate in the compensation arrangements for non-employee members of the Board described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 2, 2016.
A copy of the press release announcing Mr. Buthman’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
(a) – (b) The Company held its Annual Shareholders’ Meeting on Wednesday, April 6, 2016 and voted on the following matters:
1. | The election of three directors to serve a three-year term. The following persons received a majority of votes cast for Class I directors. |
Director | For | Withheld | Broker Non-Votes | ||||||||
Ernest J. Mrozek | 69,920,563 | 1,000,257 | 1,454,011 | ||||||||
David C. Parry | 69,696,547 | 1,224,273 | 1,454,011 | ||||||||
L. L. Satterthwaite | 69,743,289 | 1,177,531 | 1,454,011 | ||||||||
2. | A proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers. The proposal received the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter as follows: |
Affirmative Votes | 68,938,587 | ||||
Negative Votes | 1,933,735 | ||||
Abstentions | 48,498 | ||||
Broker Non-Votes | 1,454,011 | ||||
3. | On a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016. The proposal received the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter as follows: |
Affirmative Votes | 71,586,472 | ||||
Negative Votes | 782,083 | ||||
Abstentions | 6,276 | ||||
Item 7.01 – Regulation FD Disclosure.
On April 6, 2016, IDEX Corporation issued a press release announcing that its Board of Directors has approved a 6 percent increase in the Company’s regular quarterly cash dividend.
A copy of the press release announcing the dividend increase is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits.
(d) | Exhibits |
99.1 | Press release dated April 6, 2016 announcing the appointment of Mark A. Buthman as director | ||
99.2 | Press release dated April 6, 2016 announcing a dividend increase | ||
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.
IDEX CORPORATION | ||
By: | /s/ HEATH A. MITTS | |
Heath A. Mitts | ||
Senior Vice President and Chief Financial Officer | ||
April 12, 2016 | ||
EXHBIT INDEX
Exhibit Number | Description | |
99.1 | Press release dated April 6, 2016 announcing the appointment of Mark A. Buthman as director | |
99.2 | Press release dated April 6, 2016 announcing a dividend increase | |
EX99.1
TRADED: NYSE (IEX)
For further information, contact:
Heath A. Mitts
Senior Vice President -Chief Financial Officer
847.498.7070
FOR IMMEDIATE RELEASE
Wednesday, April 6, 2016
IDEX CORPORATION ANNOUNCES APPOINTMENT OF
MARK A. BUTHMAN TO BOARD OF DIRECTORS
Lake Forest, IL. April 6, 2016 - IDEX CORPORATION (NYSE:IEX) today announced the appointment of Mark A. Buthman to the company’s Board of Directors.
“We are delighted to welcome Mark to our Board of Directors,” said IDEX Chairman and Chief Executive Officer, Andrew Silvernail. “His experience as a Chief Financial Officer of a Fortune 150 company with significant international operations and as a public company director will be a tremendous asset to IDEX. Mark is a disciplined financial leader with a track record of allocating capital in shareholder-friendly ways and his insight will be extremely valuable to our Board and management.”
Mr. Buthman retired from Kimberly-Clark Corporation in 2015, where he was Executive Vice President and Chief Financial Officer from January 2003 to April 2015. During his 33-year career at Kimberly-Clark, Mr. Buthman held a wide range of leadership roles and was part of an executive team that created more than $20 billion in shareholder value since the end of 2002. Mr. Buthman has served since 2011 as a director of West Pharmaceutical Services, Inc., a manufacturer of components and systems for the pharmaceutical, healthcare and consumer products industries.
Mr. Buthman graduated from the University of Iowa in 1981 with a degree in finance and business.
About IDEX
IDEX Corporation is an applied solutions company specializing in fluid and metering technologies, health and science technologies, and fire, safety and other diversified products built to its customers’ exacting specifications. Our products are sold in niche markets to a wide range of industries throughout the world. IDEX shares are traded on the New York Stock Exchange and Chicago Stock Exchange under the symbol “IEX”.
EX99.2
TRADED: NYSE (IEX)
For further information, contact:
Heath A. Mitts
Senior Vice President -Chief Financial Officer
847.498.7070
FOR IMMEDIATE RELEASE
Wednesday, April 6, 2016
IDEX CORPORATION INCREASES REGULAR QUARTERLY
CASH DIVIDEND SIX PERCENT
Lake Forest, IL, April 6, 2016 - IDEX CORPORATION (NYSE:IEX) today announced that its Board of Directors has approved a six percent increase in the company’s regular quarterly cash dividend to $0.34 per common share. The next dividend will be paid April 29, 2016 to shareholders of record as of April 18, 2016. This dividend represents the company’s 86th consecutive regular quarterly cash dividend payment.
About IDEX
IDEX Corporation is an applied solutions company specializing in fluid and metering technologies, health and science technologies, and fire, safety and other diversified products built to its customers’ exacting specifications. Our products are sold in niche markets to a wide range of industries throughout the world. IDEX shares are traded on the New York Stock Exchange and Chicago Stock Exchange under the symbol “IEX”.