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: May 6, 2022
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||||||||||||
| of incorporation) | Identification No.) | |||||||||||||
(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)) | |||||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
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. ☐ | ||||||||||||||||||||||||||
Item 5.02 – Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Ernest J. Mrozek retired from the Board of Directors of IDEX Corporation (the "Company") following the Company's 2022 Annual Meeting of Stockholders held on May 6, 2022 . With Mr. Mrozek’s retirement, the Board of Directors of the Company has fixed the number of directors at ten.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on May 6, 2022 , and voted on the following matters:
1.The election of three Class III directors to serve a three-year term and the election of one Class II director to serve the remaining term of two years. Livingston L. Satterthwaite, David C. Parry and Eric D. Ashleman were elected to serve as Class III directors for a three-year term expiring at the Company’s annual meeting to be held in 2025, or upon the election and qualification of their successors. L. Paris Watts-Stanfield was elected to serve as a Class II director for the remaining term of two years expiring at the Company’s annual meeting to be held in 2024, or upon the election and qualification of her successor.
| Director | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Livingston L. Satterthwaite | 57,630,784 | 10,904,074 | 20,657 | 1,488,611 | ||||||||||||||||||||||
| David C. Parry | 61,206,475 | 7,328,331 | 20,709 | 1,488,611 | ||||||||||||||||||||||
| Eric D. Ashleman | 67,750,926 | 782,225 | 22,364 | 1,488,611 | ||||||||||||||||||||||
| L. Paris Watts-Stanfield | 68,324,563 | 210,458 | 20,494 | 1,488,611 | ||||||||||||||||||||||
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 | 68,035,653 | |||||||
| Negative Votes | 5,481,758 | |||||||
| Abstentions | 38,104 | |||||||
| Broker Non-Votes | 1,488,611 | |||||||
3.A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022. 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 | 66,308,845 | |||||||
| Negative Votes | 3,725,285 | |||||||
| Abstentions | 9,996 | |||||||
Item 9.01 – Financial Statements and Exhibits.
(a)Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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/ WILLIAM K. GROGAN | |||||||
| William K. Grogan | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
| May 9, 2022 | ||||||||
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |||||||