HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September14, 2016, the Board of Directors of Harman
International Industries, Incorporated (the Company) adopted,
subject to stockholder approval, amendments to Article Eighth of
the Companys Restated Certificate of Incorporation and Article
III of the Companys Bylaws to provide that the Companys
stockholders may remove any member of the Companys board of
directors from office, with or without cause (the Amendments). On
December6, 2016, the Amendments were approved by stockholders at
the Companys 2016 Annual Meeting of Stockholders (the Annual
Meeting). The Amendments became effective upon the Company filing
a Certificate of Amendment to the Restated Certificate of
Incorporation (the Certificate of Amendment) with the Office of
the Secretary of State of the State of Delaware on December7,
2016.
The foregoing descriptions of the Amendments are qualified in
their entirety by reference to the Certificate of Amendment and
the Bylaws, as amended, which are filed as Exhibit 3.1 and
Exhibit 3.2, respectively, to this Current Report on Form 8-K.
Item5.07. |
Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on December6, 2016. Only stockholders
of record as of the close of business on October11, 2016 were
entitled to vote at the Annual Meeting. As of the record date,
69,932,865 shares of common stock were outstanding and entitled
to vote. At the Annual Meeting, 62,940,747 shares of common stock
of the Company were represented, in person or by proxy,
constituting a quorum.
At the Annual Meeting, stockholders considered the following
proposals:
| the election of 10 director nominees; |
|
the ratification of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending June30, 2017; |
| the approval of the Amendments; and |
|
an advisory vote to approve the compensation of the Companys named executive officers. |
The results of the matters voted on by the stockholders are set
forth below.
1. The Companys stockholders elected the 10 director nominees
with the following votes:
FOR |
WITHHELD |
BROKER NON-VOTES |
||||||||||
|
|
56,129,742 | 1,672,964 | 5,138,041 | |||||||||
|
|
56,271,419 | 1,531,287 | 5,138,041 | |||||||||
|
|
55,577,411 | 2,225,295 | 5,138,041 | |||||||||
|
|
56,093,813 | 1,708,893 | 5,138,041 | |||||||||
|
|
54,167,318 | 3,635,388 | 5,138,041 | |||||||||
|
|
56,067,674 | 1,735,032 | 5,138,041 | |||||||||
|
|
56,085,725 | 1,716,981 | 5,138,041 | |||||||||
|
|
56,114,675 | 1,688,031 | 5,138,041 | |||||||||
|
|
56,003,033 | 1,799,673 | 5,138,041 | |||||||||
|
|
56,050,670 | 1,752,036 | 5,138,041 |
2. The Companys stockholders ratified the appointment of KPMG LLP
as the Companys independent registered public accounting firm for
the fiscal year ending June30, 2017 with the following votes:
|
|
|
|
|
|||
|
|
697,216 | 45,137 |
3. The Companys stockholders approved the Amendments with the
following votes:
|
|
|
|
|
|||
|
|
285,577 | 103,141 |
4. The Companys stockholders approved, by advisory vote, the
compensation of the Companys named executive officers with the
following votes:
|
|
|
|
|
|||
|
|
3,866,332 | 57,088 | 5,138,041 |
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits |
|
|
|
|
| 3.1 |
Certificate of Amendment to the Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on December7, 2016. |
|
| 3.2 |
By-Laws of Harman International Industries, Incorporated, as amended, dated December7, 2016. |
About HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR)
Harman International Industries, Incorporated is engaged in the designing and engineering of connected products and solutions for automakers, consumers and enterprises, including connected car systems, audio and visual products, enterprise automation solutions and connected services. The Company’s segments include Connected Car, Lifestyle Audio, Professional Solutions, Connected Services and Other. The Connected Car segment designs, manufactures and markets connected car systems for vehicle applications. The Lifestyle Audio segment designs, manufactures and markets car audio systems. The Professional Solutions segment designs, manufactures and markets a range of audio, lighting, video and control, and automation solutions for entertainment and enterprise applications The Connected Services segment includes the operations of Symphony Teleca Corporation, Red Bend Ltd. and its automotive services businesses. Its brands include AKG, AMX, Crown, Infinity, JBL, Revel, Soundcraft and Studer. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR) Recent Trading Information
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR) closed its last trading session down -0.26 at 109.74 with 1,051,546 shares trading hands.