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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): November 19, 2019
HILLENBRAND, INC.
(Exact Name of Registrant
as Specified in Charter)
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Indiana
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1-33794
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26-1342272
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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One Batesville Boulevard
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Batesville, Indiana
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47006
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (812) 934-7500
Not Applicable
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock, without par value
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HI
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) As of November 21, 2019, Timothy C. Ryan resigned
from the position of Vice President, Chief Accounting Officer and Controller following Hillenbrand, Inc.’s (“Hillenbrand”)
acquisition of Milacron Holdings Corp. (“Milacron”) on that date. It is expected that Mr. Ryan will remain an employee
of Hillenbrand to assist with special projects relating to the Milacron integration. Mr. Ryan’s resignation was not the result
of any disagreement with Hillenbrand on any matter relating to Hillenbrand’s operations, policies or practices.
(c) On November 19, 2019, Andrew S. Kitzmiller, 40, was elected
Vice President, Chief Accounting Officer, and Controller of Hillenbrand, with effect on November 21, 2019 following Mr. Ryan’s
resignation.
Prior to the Milacron acquisition, Mr. Kitzmiller served more
than two years in senior finance roles at Milacron, as Vice President – Finance and Corporate Controller (April 2019 to November
2019) and as Corporate Controller (September 2017 to April 2019). Before joining Milacron, he served in a series of increasingly
senior roles at GE Aviation, the aerospace division of General Electric Company (“GE”), from December 2012 through
September 2017. These roles at GE included Controller – Additive, Aviation Supply Chain and Engineering Divisions (November
2016 to September 2017); Accounting Center of Excellence Leader (September 2014 to November 2016), including with controllership
oversight of the Supply Chain and Engineering Divisions (April 2016 to November 2016); and two sequential assistant controller
positions.
Hillenbrand has entered into an employment arrangement with
Mr. Kitzmiller in substantially the same form as those it has with other non-CEO executive officers. Mr. Kitzmiller’s compensation
package includes an annual base salary of $275,000 and an annual short-term incentive compensation target at 40% of base salary.
In addition, Mr. Kitzmiller will be eligible to participate in annual equity-based awards under Hillenbrand’s long-term incentive
compensation plan. He will also be eligible for other benefits that are commonly provided to other similarly situated executives
of Hillenbrand.
There are no relationships or arrangements regarding Mr. Kitzmiller
that are disclosable pursuant to Items 401(b), 401(d) or 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 25, 2019
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HILLENBRAND, INC.
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By:
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/s/ Nicholas R. Farrell
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Name:
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Nicholas R. Farrell
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Title:
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Vice President, General Counsel,
Secretary and Chief Compliance Officer
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Exhibit 99.1
Hillenbrand Names Andrew Kitzmiller
Chief Accounting Officer
BATESVILLE, Ind., Nov. 25, 2019 – Hillenbrand,
Inc. (NYSE: HI) has named Andrew (Andy) Kitzmiller as its Vice President, Chief Accounting Officer and Controller, effective November
21, 2019.
As Hillenbrand’s principal accounting officer, Mr. Kitzmiller
will oversee enterprise-wide accounting operations, including internal and external financial reporting, and Sarbanes-Oxley compliance.
Kitzmiller has nearly 20 years of finance experience and has
been Vice President – Finance & Corporate Controller at Milacron Holdings Corp. since April 2019. Prior to joining Milacron
in 2017, he held several finance roles at GE Aviation in Cincinnati, OH, including most recently as Controller in the Additive,
Aviation Supply Chain and Engineering Divisions.
“Andy is a highly skilled executive who has a demonstrated
track record of strong financial leadership,” said Kristina Cerniglia, Senior Vice President and Chief Financial Officer.
“I’m confident that his extensive experience in accounting and finance will be a valuable asset for the company as
we continue transforming Hillenbrand into a world-class global industrial company.”
Mr. Kitzmiller earned his bachelor’s degree in Accounting
from Xavier University and is a Certified Public Accountant.
About Hillenbrand
Hillenbrand (www.Hillenbrand.com) is a global diversified industrial company with businesses that serve a wide variety
of industries around the world. We pursue profitable growth and robust cash generation to drive increased value for our shareholders.
Hillenbrand's portfolio includes industrial businesses such as Coperion, Milacron Injection Molding & Extrusion, and Mold-Masters,
in addition to Batesville, a recognized leader in the death care industry in North America. Hillenbrand is publicly traded on
the NYSE under "HI."
CONTACTS
Corporate
Communications for Hillenbrand
Tory Flynn, Director, Corporate Communications
Phone: 812-931-5024
E-mail: tory.flynn@hillenbrand.com
Investor
Relations for Hillenbrand
Rich
Dudley, Sr. Director, Investor Relations
Phone: 812-931-5001
E-mail: rich.dudley@hillenbrand.com