HILL-ROM HOLDINGS, INC. (NYSE:HRC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On March 6, 2018, the Board of Directors (the “Board”) of Hill-Rom Holdings, Inc. (the “Company”) elected William G. Dempsey as Executive Chairman of the Board, effective immediately. For his services as Executive Chairman, Mr. Dempsey will receive a base salary of $180,000 per month and a grant of Restricted Stock Units in an amount to be determined by the Board when Mr. Dempsey returns to his role as Non-Executive Chairman (collectively, “Executive Chairman Compensation”). In determining the amount of the grant, the Board will consider, among other things, the length of his service in the role and the activities he performed during the period, and expects to target an award of between $100,000 and $200,000 for each month of service as Executive Chairman. The award is anticipated to have a vesting date of one year following the date of grant. The Executive Chairman Compensation will be in addition to the annual grant of Restricted Stock Units that Mr. Dempsey normally receives as a non-executive director. Mr. Dempsey will not receive any additional compensation for serving on the Board or any Committee thereof for so long as he serves as Executive Chairman. There are no other (a) arrangements or understandings between Mr. Dempsey and any other persons to which Mr. Dempsey was named as an officer and (b) transactions or relationships between the Company and Mr. Dempsey that are reportable under Item 404(a) of Regulation S-K.

Mr. Dempsey, 66, has served as a director of Hill-Rom since 2014. In connection with his election as Executive Chairman, Mr. Dempsey has stepped down from the Audit Committee of the Board. Mr. Dempsey previously held various executive positions with Abbott Laboratories from 1982 until 2007, including Executive Vice President of Global Pharmaceuticals from 2006, Senior Vice President of Pharmaceutical Operations from 2003 and Senior Vice President of International Operations from 1999. He currently serves as a director of Ashland, Inc. (where he serves on the audit, governance and nominating, environmental, health and safety, and quality committees), and was previously on the boards of MDS, Inc. through 2011, Nordion, Inc. through 2014, Hospira, Inc. through 2015 and Landauer Inc. through 2017. He has previously served as a member of the Salvation Army Advisory Board in Chicago, as Chairman of the International Section of the Pharmaceutical Research and Manufacturers of America (PhRMA) and as Chairman of the Accelerating Access Initiative (a cooperative public-private partnership of UNAIDS, the World Bank, and six research-based pharmaceutical companies). He is a member of the Board of Trustees for the Guadalupe Center in Immokalee, Florida.

Also on March 6, 2018, the Board designated independent director Ronald A. Malone to serve as Lead Director of the Company, effective immediately. In connection with the designation of the Lead Director, the Board approved a revised compensation plan for independent directors to include an additional annual retainer of $25,000 for the Lead Director.

Item 5.07.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Hill-Rom Holdings, Inc.'s Annual Meeting of Shareholders was held on March 6, 2018.

The Company's shareholders voted on the following three proposals and cast their votes as set forth below.

1. The first proposal voted upon was the election of ten directors for a one-year term ending at the Company's annual meeting of shareholders in 2019. The ten persons nominated by the Company's Board of Directors received the following votes and were elected:

2. The second proposal was a non-binding advisory vote to approve the compensation of the executives disclosed in the Company's proxy statement. The proposal received the following votes and was approved:

3. The third proposal voted upon was the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2018. The proposal received the following votes and was approved:

About HILL-ROM HOLDINGS, INC. (NYSE:HRC)

Hill-Rom Holdings, Inc. is a global medical technology company. The Company operates through four segments: North America Patient Support Systems, International Patient Support Systems, Front Line Care and Surgical Solutions. The Company’s products and services include Patient Support Systems, Front Line Care and Surgical Solutions. The Company sells and rents its specialty frames and surfaces, and mobility solutions, as well as its clinical workflow solutions, in the United States and Canada through its North America Patient Support Systems segment, and in regions outside of the United States and Canada through its International Patient Support Systems segment. Its Front Line Care segment globally sells and rents respiratory care products, and sells medical diagnostic equipment and a diversified portfolio of devices that assess, diagnose, treat and manage a range of illnesses and diseases. Under its Surgical Solutions segment, the Company sells its surgical products globally.