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):  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

EX-10.1

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