HILLENBRAND,INC. (NYSE:HI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 8.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On December5, 2018, Hillenbrand,Inc. (the “Company”) received notice from Mark C. DeLuzio that after eleven years of distinguished service on the Company’s Board of Directors, Mr.DeLuzio has decided not to stand for re-election at the Company’s upcoming Annual Meeting of shareholders. Mr.DeLuzio has not expressed any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
(e) On December6, 2018, the Company’s Board of Directors adopted and approved the Hillenbrand,Inc. Second Amended and Restated Short-Term Incentive Compensation Plan for Key Executives (the “2018 Plan”). The 2018 Plan amends and restates in its entirety, and is substantially similar to, the Company’s prior Short-Term Incentive Compensation Plan for Key Executives (the “Prior Plan”), which was approved by the Company’s shareholders on February26, 2014 and expired in accordance with its terms on October1, 2018.
The purpose of the 2018 Plan is to advance the interests of the Company by providing for annual bonuses to participating executive employees based on the achievement of pre-established objective performance goals, consistent with the Company’s compensation philosophy as may be adopted from time to time. The 2018 Plan will be administered by the Compensation and Management Development Committee of the Board (the “Committee”).
Under the 2018 Plan, the Committee may, in its sole discretion, grant awards to one or more executive employees and shall set the corresponding performance measures, performance targets (including minimum, target, and maximum levels), and an objective formula for computing the payment amount based on achievement of the established performance targets. Payments are made in cash based on the achievement of the applicable performance targets during the applicable fiscal year. Eligible participants under the 2018 Plan include the Company’s named executive officers.
The foregoing description of the terms of the 2018 Plan is qualified in its entirety by reference to the actual terms of the 2018 Plan, which is incorporated by reference to Exhibit10.1 hereto.
Item 8.01 Other Events.
On December7, 2018, the Company issued a press release to announce that its Board of Directors has adopted a new share repurchase program in the amount of $200 million. This repurchase program does not have an expiration and replaces the previously existing share repurchase authorization.
A copy of the press release is attached as Exhibit99.1 to this current report on Form8-K and is incorporated herein by reference.