A. O. Smith Corporation (NYSE:AOS) Files An 8-K Submission of Matters to a Vote of Security Holders

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A. O. Smith Corporation (NYSE:AOS) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07. Submission of Matters to a Vote of Security Holders.

A. O. Corporation (the Company) held its Annual Meeting of
Stockholders on April13, 2017, for the purposes of the election
of the Companys Board of Directors, to hold an advisory vote to
approve the compensation of our named executive officers, to hold
an advisory vote to recommend the frequency of future advisory
votes on the compensation of our named executive officers, to
ratify the appointment of Ernst Young LLP as our independent
registered public accounting firm for the fiscal year ending
December31, 2017, and to approve the performance goals and
related matters under the A. O. Smith Combined Incentive
Compensation Plan.

The voting results for the election of the Companys Board of
Directors were as follows:

Class A Common Stock Directors

For Authority Withheld Broker Non-Vote

Ronald D. Brown

25,660,092

Paul W. Jones

25,660,092

Dr. Ilham Kadri

25,660,092

Ajita G. Rajendra

25,660,092

Bruce M. Smith

25,660,092

Mark D. Smith

25,660,092

Common Stock Directors

For Authority Withheld Broker Non-Vote

Gloster B. Current, Jr.

114,940,999 1,592,023 9,892,910

William P. Greubel

111,406,221 5,126,801 9,892,910

Idelle K. Wolf

114,544,402 1,988,620 9,892,910

Gene C. Wulf

114,033,787 2,499,235 9,892,910

The advisory voting results for the approval of the compensation
of the Companys named executive officers were as follows:

Total Votes

For

36,990,530

Against

301,041

Abstain

20,923

Broker Non-Votes

990,191

The advisory voting results to recommend the frequency of future
advisory votes on the compensation of our named executive
officers:

Total Votes

1 Year

35,874,363

2 Years

26,535

3 Years

1,391,914

Abstain

20,582

Broker Non-Votes

989,291

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The Board of Directors has considered these results and
determined that the Company will hold an advisory vote to approve
the compensation of its named executive officers every year until
the next required vote on the frequency of advisory votes on the
compensation of the Companys named executive officers.

The voting results for the ratification of the appointment of
Ernst Young LLP as the independent registered public accounting
firm for the Company for the fiscal year ending December31, 2017,
were as follows

Total Votes

For

38,168,334

Against

120,689

Abstain

13,662

The voting results to approve the performance goals and related
matters under the A. O. Smith Combined Incentive Compensation
Plan:

Total Votes

For

34,659,364

Against

2,483,062

Abstain

170,969

Broker Non-Votes

989,291

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About A. O. Smith Corporation (NYSE:AOS)

A. O. Smith Corporation operates its business through two segments, which include North America and Rest of World. The Company’s Rest of World segment primarily comprises China, Europe and India. The Rest of World segment supplies water heaters to the residential market in China with a range of product offering, including electric, gas, gas tankless, heat pump and solar units, as well as combi boilers. The Company’s North America segment serves residential and commercial end markets in North America with a range of products, including water heaters, boilers and other. Its North America segment also manufactures and globally markets specialty commercial water heating equipment, condensing and non-condensing boilers and water systems tanks. Primarily for Asia, its Rest of World segment also manufactures and markets water treatment products. The Company also markets in-home air purification products in China.

A. O. Smith Corporation (NYSE:AOS) Recent Trading Information

A. O. Smith Corporation (NYSE:AOS) closed its last trading session up +0.74 at 50.30 with 595,868 shares trading hands.