8-K

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): October 5, 2017

HILL-ROM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Indiana (State or other jurisdiction of incorporation)	1-6651 (Commission File Number)	35-1160484 (IRS Employer Identification No.)
Two Prudential Plaza Suite 4100 Chicago, IL (Address of principal executive offices)		60601 (Zip Code)
(312) 819-7200 (Registrant’s telephone number, including area code)

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)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Emerging growth company (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.b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark of 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.

On October 5, 2017, the Board of Directors (the “Board”) of Hill-Rom Holdings, Inc. (the “Company”) increased the size of the Board from 10 to 11 members and appointed Mr. Gary Ellis to serve as director on the Board. The Board also appointed Mr. Ellis a member of the Audit Committee. These actions were effective October 5, 2017.

Also on October 5, 2017, Mr. Rolf Classon, the Chairman of the Board, notified the Company of his decision not to stand for re-election to the Board at the Company’s Annual Meeting of Shareholders to be held on March 6, 2018 (the “2018 Annual Meeting”). Mr. Classon’s decision was not the result of any disagreement with the Company or its management. Mr. Classon will remain in his current role until the 2018 Annual Meeting.

In accordance with the Company’s non-employee director compensation program, as described in the Company’s proxy statement for its 2017 Annual Meeting of Shareholders under the caption “Director Compensation,” Mr. Ellis is entitled to cash and equity compensation for service on the Board and the Audit Committee. There are no arrangements or understandings between Mr. Ellis and any other persons pursuant to which Mr. Ellis was named as a director. There are no transactions or relationships between the Company and Mr. Ellis that are reportable under Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On October 5, 2017, the Company announced the appointment of Mr. Ellis to the Board and Mr. Classon’s decision not to stand for re-election to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit 99.1 Press release of Hill-Rom Holdings, Inc., dated October 5, 2017

Additional Information and Where to Find It

The foregoing press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Hill-Rom Holdings, Inc. A solicitation of proxies in connection with the 2018 Annual Meeting will be made only by the Company’s definitive proxy statement that will be mailed to all shareholders of record on the record date of January 1, 2017. The Company will be filing a definitive proxy statement for the annual meeting with the Securities and Exchange Commission (the “SEC”). Shareholders are urged to read the proxy statement and any other relevant documents filed or that will be filed with the SEC when they become available because they will contain important information. Shareholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s website at http://www.sec.gov or through the Company’s own website at http://ir.hill-rom.com. This Form 8-K is being filed as soliciting material pursuant to Rule 14a-12 under the Exchange Act solely as a precautionary matter, notwithstanding the fact that the issuer does not believe it constitutes solicitation material.

Participants in the Solicitation

The directors, nominees for election as director, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in connection with the matters to be considered at the 2018 Annual Meeting. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with such matters will be set forth in the definitive proxy statement to be filed with the SEC. In addition, information about the Company’s executive officers and directors may be found in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 and in its definitive proxy statement filed with the SEC on January 27, 2017.

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.

		HILL-ROM HOLDINGS, INC.
		(Registrant)
DATE:  October 5, 2017	By:	/s/ Deborah M. Rasin
	Name: Title:	Deborah M. Rasin Senior Vice President Chief Legal Officer and Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press release, dated October 5, 2017, issued by the Company.

EX-99.1

CONTACT INFORMATION

Investor Relations

Contact: Mary Kay Ladone, Vice President, Investor Relations

Phone: 312-819-9387

Email: MaryKay.Ladone@hill-rom.com

Media

Contact: Howard Karesh, Vice President, Corporate Communications

Phone: 312-819-7268

Email:Howard.Karesh@hill-rom.com

Hill-Rom Holdings, Inc. Announces Changes to Board of Directors

Rolf Classon to Retire as Chairman and Board Member at the Company’s

2018 Annual Shareholder Meeting

Company Appoints Gary Ellis to Board of Directors

CHICAGO, Oct. 5, 2017 - Hill-Rom Holdings, Inc. (NYSE: HRC), announced today that Chairman of the Board Rolf Classon will not stand for re-election to the board of directors when his current term expires on March 6, 2018, at the company’s 2018 Annual Shareholder Meeting (the “2018 Annual Meeting”). Mr. Classon has served as chairman of the board since 2006. The board of directors intends to appoint current independent director William Dempsey to the role of chairman of the board, if he is re-elected by shareholders. Mr. Dempsey has been a member of the board of directors since 2014. The company also announced the appointment of Gary Ellis, retired chief financial officer and senior vice president of Medtronic plc, to its Board of Directors, effective October 5, 2017.

“It has been an honor and privilege to serve this company over the last fifteen years and support its efforts aimed at enhancing outcomes for patients and caregivers, while creating significant shareholder value,” said Mr. Classon. “I am confident in Hill-Rom’s growth prospects and management and believe the company is well-positioned for future success.”

“On behalf of Hill-Rom’s entire Board, I want to thank Rolf for his commitment and partnership in strengthening the company’s foundation. We have benefited from Rolf’s deep industry knowledge, financial acumen and broad experience, which has resulted in a stronger company with a more effective and diverse board,” said John Greisch, president and CEO, Hill-Rom Holdings, Inc. “As Hill-Rom continues to transform into a leading medical technology company, we are pleased to have an outstanding new addition to our board. Gary’s strategic skills, strong operational and financial expertise, and breadth of leadership experience will bring new perspectives and help Hill-Rom capitalize on the opportunities ahead of us.”

Mr. Ellis was previously chief financial officer and senior vice president of Medtronic plc. Mr. Ellis serves as an independent director of The Toro Company. He is a Certified Public Accountant and holds a bachelor of science in Accounting from the University of South Dakota, where he graduated summa cum laude.

2018 Annual Meeting

Hill-Rom Holdings, Inc.’s 2018 Annual Meeting is scheduled for March 6, 2018, at 10:00 a.m. Central Time, and will be held at 180 North Stetson Avenue, Two Prudential Plaza, Suite 1630, Chicago, Illinois 60601.

This press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Hill-Rom Holdings, Inc. A solicitation of proxies in connection with the 2018 Annual Meeting will be made only by Hill-Rom Holdings, Inc.’s definitive proxy statement that will be mailed to all shareholders of record on the record date of January 1, 2018. Hill-Rom Holdings, Inc., will be filing a definitive proxy statement for the 2018 Annual Meeting with the Securities and Exchange Commission (“SEC”). Shareholders are urged to read the proxy statement and any other relevant documents filed or that will be filed with the SEC when they become available because they will contain important information. Shareholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s website at http://www.sec.gov or through the company’s own website at http://ir.hill-rom.com. 

The directors, nominees for election as director, executive officers and certain other members of management and employees of the company may be deemed “participants” in the solicitation of proxies from stockholders of the company in connection with the matters to be considered at the 2018 Annual Meeting. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the company in connection with such matters will be set forth in the definitive proxy statement for the 2018 Annual Meeting to be filed with the SEC. In addition, information about the company’s executive officers and directors may be found in the company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, when available, and in its definitive proxy statement filed with the SEC on January 27, 2017.

About Hill-Rom Holdings, Inc.

Hill-Rom is a leading global medical technology company with more than 10,000 employees worldwide. We partner with health care providers in more than 100 countries, across all care settings, by focusing on patient care solutions that improve clinical and economic outcomes in five core areas: Advancing Mobility, Wound Care and Prevention, Patient Monitoring and Diagnostics, Surgical Safety and Efficiency and Respiratory Health. Hill-Rom's people, products, and programs work towards one mission: Every day, around the world, we enhance outcomes for patients and their caregivers. Visit www.hill-rom.com for more information.

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