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):  March 14, 2016

HILL-ROM HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)

         
         
Indiana
 
1-6651
 
35-1160484
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

     
1069 State Route 46 East
Batesville, Indiana
 
 
47006-8835
(Address of principal executive offices)
 
(Zip Code)
     
Registrant’s telephone number, including area code: (812) 934-7777
 
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:

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01. Entry Into A Material Definitive Agreement
 
See Item 5.02 below.
 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Jason Richardson, 39, was appointed Vice President and Corporate Controller of Hill-Rom Holdings, Inc. (“Hill-Rom”), on March 14, 2016.  He replaced Richard Keller as the Company’s principal accounting officer, and Mr. Keller became Hill-Rom’s Vice President, Internal Audit when Mr. Richardson assumed the Vice President and Corporate Controller role.  Mr. Richardson previously served in a variety of finance and accounting positions with Hill-Rom, including Assistant Controller and head of finance for Hill-Rom’s Surgical and Respiratory Care division.
 
Mr. Richardson’ initial annual salary will be $240,000, and he will be eligible to participate in Hill-Rom’s Short Term and Long Term Incentive Compensation Plans, at a level equal to 40% (in each case), of his annual salary, and will receive a promotion bonus of $50,000 in restricted stock units.  His annual Long Term Incentive Compensation participation will be on the same terms as Hill-Rom’s other officers.  If Mr. Richardson’ employment is terminated without cause, Hill-Rom will be required to pay severance equal to six months of base salary.  

Mr. Richardson will also be party to Hill-Rom’s standard indemnity agreement (which obligates Hill-Rom to indemnify Mr. Richardson to the full extent permitted by the laws of the State of Indiana) and Hill-Rom’s limited recapture agreement (which provides for the recapture of performance-based compensation and trading profits in the event of misconduct by Mr. Richardson that leads to a material restatement of Hill-Rom’s financial statements).
 
 
 
 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

Hill-Rom held its annual meeting of shareholders on March 15, 2016. The final results of the votes taken at the annual meeting were as follows:

Proposal 1: Election of nine members to the Board of Directors to serve one year terms expiring at the 2017 annual meeting of the stockholders:

   
VOTES
FOR
   
VOTES
WITHHELD
   
BROKER
NON-VOTES
 
                   
Rolf A. Classon
    52,735,210       903,361       3,245,413  
William G. Dempsey
    51,771,678       1,866,893       3,245,413  
James R. Giertz
    52,359,548       1,279,023       3,245,413  
Charles E. Golden
    53,046,554       592,017       3,245,413  
John J. Greisch
    53,208,784       429,787       3,245,413  
William H. Kucheman
    53,036,270       602,301       3,245,413  
Ronald A. Malone
    45,161,269       8,477,302       3,245,413  
Eduardo R. Menascé
    52,328,228       1,310,343       3,245,413  
Stacy Enxing Seng
    52,159,485       1,479,086       3,245,413  

 
 
 
Proposals 2 - 3
 
   
VOTES
FOR
   
VOTES
AGAINST
   
VOTES
ABSTAINED
   
BROKER
NON-
VOTES
 
                         
2. To approve, by non-binding advisory vote, the executive
compensation disclosed in the corporation's proxy statement
    41,570,387       11,574,882       493,302       3,245,413  
                                 
3. To recommend, by non-binding advisory vote, that executive
compensation votes be held every:
                               
-      1 year
    48,381,609       N/A       49,391       3,245,413  
-      2 years
    51,561                          
-      3 years
    5,156,010                          
                                 
4. To reauthorize Hill-Rom’s Short Term Incentive Plan
    52,780,298       792,161       66,112       3,245,413  
                                 
5. To reauthorize Hill-Rom’s Stock Incentive Plan
    52,663,391       907,358       67,882       3,245,413  
                                 
6. To ratify the appointment of PricewaterhouseCoopers LLP as
Hill-Rom’s independent registered public accounting firm for
fiscal year 2016
    56,492,406       347,855       43,723       0  
 
 
 
 
 
Item 9.01 Financial Statements and Exhibits.

 
(d)
Exhibits:
 
The following exhibits are filed herewith:
 
Exhibit No .
 
Exhibit
     
10.1
 
Letter Agreement between Hill-Rom Holdings, Inc. and Jason Richardson.
     
10.2
 
Form of Limited Recapture Agreement between Hill-Rom Holdings, Inc. and certain executive officers (Incorporated herein by reference to Exhibit 10.34 filed with the Company’s Form 10-K for the year ended September 30, 2013).
     
10.3
 
Form of Indemnity Agreement between Hill-Rom Holdings, Inc. and certain executive officers (Incorporated herein by reference to Exhibit 10.9 filed with the Company’s Form 10-K for the year ended September 30, 2003).
 
 
 
 
 
SIGNATURE
 

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.
 
 
HILL-ROM HOLDINGS, INC.
 
       
       
DATE: March 16, 2016
BY:
/s/ Deborah Rasin
 
   
Deborah Rasin
 
   
Senior Vice President
 
   
Chief Legal Officer and Secretary
 

 
 
Exhibit 10.1
 

 
March 14, 2016

Jason Richardson

Dear Jason:
 
I am pleased to offer you the position of VP, Controller reporting directly to me. I am confident that this role will allow you to continue to make a major contribution to Hill-Rom and help us deliver on our mission: Every day, around the world, we enhance outcomes for our patients and their caregivers. With your help, together we can continue to make a real difference in healthcare, and in doing so, create sustainable shareholder value.
 
The specifics of the offer are as follows:
  
 
1.
An effective date of March 14, 2016 .

 
2.
Your annual base salary will increase to $240,000 effective with this promotion.

 
3.
You will continue to be eligible for the Short-Term Incentive Compensation (STIC) program.  Your target incentive will increase to 40% of base salary effective with this promotion .   For fiscal year 2016 , your STIC payout will be pro-rated at each level based on time in position .

 
4.
You will continue to be eligible for the Long Term Incentive (LTI) program.  Your target incentive will be 40% of base salary. Grants are awarded annually and approved in November by the Company’s Board of Directors.
 
 
5.
You will receive a one-time award of shares of Restricted Stock Units (RSUs) of Hill-Rom Holdings, Inc. with a value of $50,000 in recognition of your promotion.  The number of shares will be determined based on the stock price on the effective date of your promotion.  This award will fully vest on the day following the third anniversary of the effective date of the award .   Shortly, you will be provided with a Hill-Rom Holdings, Inc. stock award agreement providing the terms and additional details regarding your award.
 
 
6.
Your PTO will not change as eligibility is based on years of service.
 
 
7.
Should your employment be terminated by the Company without cause, you will receive severance pay equivalent to six months’ base salary.

Jason, I am excited to have you in this role and I look forward to the contributions you will continue to make to Hill-Rom. If you have any questions, please give me a call.

Sincerely,

/s/ Steve Strobel
 
SVP Chief Financial Officer
 
/s/ Jason Richardson
 
3/14/16
 
Acceptance
 
Date