0001140361-11-015165.txt : 20110308 0001140361-11-015165.hdr.sgml : 20110308 20110308172009 ACCESSION NUMBER: 0001140361-11-015165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110308 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110308 DATE AS OF CHANGE: 20110308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOY GLOBAL INC CENTRAL INDEX KEY: 0000801898 STANDARD INDUSTRIAL CLASSIFICATION: MINING MACHINERY & EQUIP (NO OIL & GAS FIELD MACH & EQUIP) [3532] IRS NUMBER: 391566457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09299 FILM NUMBER: 11672838 BUSINESS ADDRESS: STREET 1: 100 EAST WISCONSIN AVE SUITE 2780 CITY: MILWAUKEE STATE: WI ZIP: 53201-0554 BUSINESS PHONE: 4144866400 MAIL ADDRESS: STREET 1: 100 EAST WISCONSIN AVE SUITE 2780 CITY: MILWAUKEE STATE: WI ZIP: 53201-0554 FORMER COMPANY: FORMER CONFORMED NAME: HARNISCHFEGER INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k.htm JOY GLOBAL 8-K 3-8-2011 form8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 8, 2011


 
Joy Global Inc.

(Exact name of Registrant as Specified in Its Charter)
 

 
Delaware
001-09299
39-1566457
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

100 E. Wisconsin Avenue, Suite 2780,
Milwaukee, WI 53202

(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code:
414-319-8500
 

 
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
Solicitation 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 5.07 Submission of Matters to a Vote of Security Holders

Joy Global Inc. held its annual meeting of shareholders on March 8, 2011.  At the annual meeting, there were five proposals voted on by shareholders.
 
Proposal # 1

Each of our directors standing for election was re-elected to a term ending at the 2012 annual meeting.  Election to the board of directors required each nominee to receive a plurality of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the annual meeting.  The votes cast are listed below:

   
For
 
Withheld
 
Broker
Non-Votes
             
Steven L. Gerard
 
80,881,056.4
 
3,067,491.0
 
7,703,229.0
             
John Nils Hanson
 
80,334,667.4
 
3,613,880.0
 
7,703,229.0
             
Ken C. Johnsen
 
82,212,982.4
 
1,735,565.0
 
7,703,229.0
             
Gale E. Klappa
 
80,990,263.4
 
2,958,284.0
 
7,703,229.0
             
Richard B. Loynd
 
81,782,063.4
 
2,166,484.0
 
7,703,229.0
             
P. Eric Siegert
 
82,220,695.4
 
1,727,852.0
 
7,703,229.0
             
Michael W. Sutherlin
 
82,254,810.4
 
1,693,737.0
 
7,703,229.0
             
James H. Tate
 
80,028,751.4
 
3,919,796.0
 
7,703,229.0

 
Proposal # 2

Shareholders were asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for our fiscal year ending October 28, 2011.  Ratification of the appointment required the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and voted at the meeting.  The appointment was ratified and the votes cast are listed below:

For
 
Against
 
Abstained
 
Broker
Non-Votes
             
88,860,624.4
 
2,745,269.0
 
45,793.0
 
90.0

 
Proposal # 3

Pursuant to Section 14A of the Exchange Act, shareholders were asked to cast a non-binding advisory vote on the compensation of our named executive officers, as disclosed in our annual meeting proxy statement.  Approval of such compensation required the affirmative vote of shareholders present in person or represented by proxy and voted at the meeting.  Shareholders approved the compensation of our named executive officers and the votes cast are listed below:

For
 
Against
 
Abstained
 
Broker
Non-Votes
             
80,078,409.4
 
3,245,521.0
 
624,613.0
 
7,703,233.0

 
 

 

Proposal # 4
 
Pursuant to Section 14A of the Exchange Act, shareholders were asked to cast a non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers, as disclosed in our annual meeting proxy statements.  Shareholders were given the option of voting on whether such votes should occur every one, two, or three years.  Shareholders approved the holding of such a vote on an annual basis and the votes cast are listed below:

1 Year
 
2 Years
 
3 Years
 
Abstained
 
Broker
Non-Votes
                 
17,805,916.0
 
137,961.0
 
14,287,398.0
 
158,899.0
 
59,261,602.4

Based on these results and consistent with the Company’s recommendation to shareholders, the Board has determined that the Company will conduct future advisory votes on the executive compensation of its named executive officers on an annual basis.

 
Proposal #5

Shareholders were asked to approve the Company’s adoption of the Joy Global Inc. Employee Stock Purchase Plan (the “Plan”) as described in the proxy materials.  Approval of the Plan required the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and voted at the meeting.  The Plan was approved and the votes cast are listed below:

For
 
Against
 
Abstained
 
Broker
Non-Votes
             
82,989,221.4
 
849,141.0
 
110,036.0
 
7,703,378.0

 
 

 

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.

   
JOY GLOBAL INC.
Date: March 8, 2011
By:
/s/ Ricky T. Dillon
 
   
Ricky T. Dillon
 
   
Vice President, Controller
   
and Chief Accounting Officer
   
(Principal Accounting Officer)