UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2020, the Board of Directors of Hillenbrand, Inc. (the “Company”), on the recommendation of the Nominating/Corporate Governance Committee, elected Jennifer Rumsey to the Company’s Board of Directors as an independent director. Ms. Rumsey will serve an initial term that will expire at the Company’s next annual meeting of shareholders in February 2021, when she will be up for election for another term. Recognizing that a current Board member will be retiring at that time per the Company’s director retirement policy, the Board of Directors expanded its size from ten to eleven directors, and Ms. Rumsey has been elected to fill the resulting vacancy.
Ms. Rumsey was also appointed to the Board’s Nominating/Corporate Governance and Compensation and Management Development Committees.
The Company’s press release announcing the appointment of Ms. Rumsey is attached as Exhibit 99.1 to this Current Report.
Ms. Rumsey will be entitled to receive compensation for her service on the Board consistent with the Company’s compensation program for non-employee directors, as described under the heading “Compensation of Directors” in the Company’s proxy statement for its 2020 annual meeting of shareholders, filed with the Securities and Exchange Commission on January 2, 2020.
There are no transactions and no proposed transactions between Ms. Rumsey (or any member of her immediate family) and the Company (or any of its subsidiaries), and there is no arrangement or understanding between Ms. Rumsey and any other person or entity pursuant to which Ms. Rumsey was appointed as a director of the Company.
| Item 9.01 | Exhibits and Financial Statements. |
(d) Exhibits. The following exhibits are filed with this report:
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release of Hillenbrand, Inc. dated August 5, 2020 | |
| 104 | Cover page Interactive Date File (embedded within Inline XBRL document) |
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, thereunto duly authorized.
| Date: August 5, 2020 | |||
| HILLENBRAND, INC. | |||
| By: | /s/ NICHOLAS R. FARRELL | ||
| Name: | Nicholas R. Farrell | ||
| Title: | Vice President, General Counsel, Secretary and Chief Compliance Officer | ||