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| HI > SEC Filings for HI > Form 8-K on 11-Feb-2009 | All Recent SEC Filings |
11-Feb-2009
Entry into a Material Definitive Agreement, Change in Directors or Principal Of
Hillenbrand, Inc. Short-Term Incentive Compensation Plan for Key Executives
On February 11, 2009, Hillenbrand, Inc.'s shareholders approved the adoption of the Hillenbrand, Inc. Short-Term Incentive Compensation Plan for Key Executives at the annual meeting of shareholders held that day. The Plan was adopted by the Hillenbrand, Inc. (the "Company") Board of Directors on December 19, 2008, subject to shareholder approval at the annual meeting.
The material terms of the Plan are summarized in the definitive proxy statement for the Company's 2009 annual meeting of shareholders. A copy of this Plan is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
On February 11, 2009, the Company elected F. Joseph Loughrey to the Board of Directors, for a term expiring at the Company's 2010 annual meeting of shareholders.
Mr. Loughrey has been appointed to the Compensation and Management Development Committee and the Nominating/Corporate Governance Committee of the Board of Directors.
The Company's press release announcing the election of Mr. Loughrey is filed as Exhibit 99.1 to this Current Report.
On February 11, 2009, the Board of Directors of the Company approved an amendment to Article 4, Section 4.01 of the Company's Code of By-laws to state that the Board of Directors shall consist of no fewer than seven (7) members and no more than eleven (11) members.
The description of the foregoing amendment to the By-laws is qualified in its entirety by reference to the full text of the By-laws, as approved by the Board of Directors on February 11, 2009, a copy of which is filed as Exhibit 3.2 to this Current Report and incorporated herein by reference.
(d) Exhibits.
Exhibit Number Description
3.2 Amended and Restated Code of By-laws of Hillenbrand, Inc. (as adopted
by the Board of Directors on February 11, 2009)
10.1 Hillenbrand, Inc. Short-Term Incentive Compensation Plan for Key
Executives (incorporated by reference as Appendix A to the definitive
proxy statement on Schedule 14A of Hillenbrand, Inc. filed on
January 8, 2009 (File No. 000-33794)
99.1 Press release dated February 11, 2009
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