0000091142-16-000087.txt : 20160404 0000091142-16-000087.hdr.sgml : 20160404 20160404162244 ACCESSION NUMBER: 0000091142-16-000087 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160401 FILED AS OF DATE: 20160404 DATE AS OF CHANGE: 20160404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SMITH A O CORP CENTRAL INDEX KEY: 0000091142 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 390619790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11270 WEST PARK PLACE CITY: MILWAUKEE STATE: WI ZIP: 53224 BUSINESS PHONE: 4143594000 MAIL ADDRESS: STREET 1: 11270 WEST PARK PLACE CITY: MILWAUKEE STATE: WI ZIP: 53224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Martineau Peter R CENTRAL INDEX KEY: 0001667767 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00475 FILM NUMBER: 161551007 MAIL ADDRESS: STREET 1: A. O. SMITH CORPORATION STREET 2: 500 TENNESSEE WALTZ PARKWAY CITY: ASHLAND CITY STATE: TN ZIP: 37015 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2016-04-01 0 0000091142 SMITH A O CORP AOS 0001667767 Martineau Peter R A. O. SMITH CORPORATION 500 TENNESSEE WALTZ PARKWAY ASHLAND CITY TN 37015 0 1 0 0 Senior Vice President - CIO Restricted Stock Units 0 Common Stock 2555 D Employee Stock Options (Right to Buy) 0 Common Stock 18240 D Restricted Stock Units were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 915 restricted stock units were granted on 02/10/2014; 730 restricted stock units were granted on 02/09/2015 and 910 restricted stock units were granted on 02/08/2016. The restricted stock units become payable in Common Stock on the vesting date, which is three years after the grant date. Employee Stock Options were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 2,800 employee stock options were granted on 02/07/2011; 3,200 employee stock options were granted on 02/13/2012; 3,400 employee stock options were granted on 02/11/2013; 2,570 employee stock options were granted on 02/10/2014; 2,620 employee stock options were granted on 02/09/2015; and 3,650 employee stock options were granted on 02/08/2016. Employee Stock Options become exercisable in three annual installments of 1/3 of the award starting one year after the grant dtate. James F. Stern, Attorney-in-Fact for Peter R. Martineau 2016-04-04 EX-24 2 attach_1.htm

POWER OF ATTORNEY

             Know all by these presents, that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the undersigned hereby constitutes and appoints each of James F. Stern, Karen K. Duke and Wendy L. Grant, and any of their substitutes, signing singly, the undersigned's true and lawful attorney-in-fact to:

       (1) execute for and on behalf of the undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act")), in the undersigned's capacity as an officer of A. O. Smith Corporation, a Delaware corporation (the "Company"), any and all Forms 3, 4 and/or 5, and any amendments thereto, that are necessary or advisable for the undersigned to file under Section 16(a) (collectively, "Documents");

       (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

       (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

             The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact (or such attorney-in-fact's substitute or substitutes) shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is such attorney-in-fact's substitute or substitutes or the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act.  The undersigned agrees to defend and hold harmless each attorney-in-fact (and such attorney-in-fact's substitute or substitutes) from and against any and all loss, damage or liability that such attorney-in-fact may sustain as a result of any action taken in good faith hereunder.

             This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

             IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February, 2016.





/s/Peter R. Martineau