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): May 18, 2017

A. O. Smith Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-475	39-0619790
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11270 West Park Place, Milwaukee, Wisconsin 53224

(Address of principal executive offices, including zip code)

(414) 359-4000

(Registrant’s telephone number)

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 (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 204.14a-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 13-e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if 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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 18, 2017, A. O. Smith Corporation (“the Company”) announced that Kevin J. Wheeler has been named President and Chief Operating Officer of the Company effective June 1, 2017. Mr. Wheeler joined the Company in 1994 as a regional sales manager and was named senior vice president and general manager of the North America, India and Europe water heating business in 2011. He became president of that business in 2013. As a result, Ajita G. Rajendra, who has been serving as Chairman, President and Chief Executive Officer of the Company, will continue to serve with the title of Chairman and Chief Executive Officer.

A copy of the Company’s news release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

The following exhibit is being filed herewith:

(99.1) News Release of A. O. Smith Corporation, dated May 18, 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.

	A. O. SMITH CORPORATION
Date: May 18, 2017	By:	/s/ James F. Stern
		James F. Stern Executive Vice President, General Counsel and Secretary

A. O. SMITH CORPORATION

Exhibit Index to Current Report on Form 8-K dated May 18, 2017

Exhibit Number	Description
99.1	News Release of A. O. Smith Corporation, dated May 18, 2017

EX-99.1

Exhibit 99.1

May 18, 2017

A. O. Smith names Kevin Wheeler president, chief operating officer

Milwaukee, Wis.—A. O. Smith Corporation (NYSE:AOS) today announced that Kevin J. Wheeler has been named president and chief operating officer.

In his new role, Wheeler will be responsible for A. O. Smith’s global water heater and boiler operations as well as its global water treatment business. He also will oversee the company’s research function including its Corporate Technology Center in Milwaukee as well as the information technology function. Wheeler will report to Chairman and Chief Executive Officer Ajita G. Rajendra.

The $2.69 billion company has 20 manufacturing plants and 10 product engineering facilities around the world and employs approximately 15,500 people.

Since 2013, Wheeler has served as senior vice president, president and general manager of North America, India, and Europe water heating, A. O. Smith’s largest operating unit.

“With his extensive experience, in-depth knowledge of our businesses, and passionate interest in customer satisfaction, Kevin Wheeler is the ideal person to take on this challenging new assignment,” Rajendra said in making the announcement. “Under his leadership, our North American water heater business has achieved record sales and profitability.

“Kevin also brings extensive international experience and has been instrumental in growing that part of our business, first as managing director of our European operations, then leading our China business, and subsequently, the entry into the Indian market.”

“I am confident he will continue to be a major contributor as A. O. Smith pursues its strategy of becoming a leading global water technology company.”

Wheeler brings 23 years of company experience to his new position. He joined A. O. Smith in 1994 as a regional sales manager for the former Water Products Company. In 1999, he was named managing director of A. O. Smith Water Products Company B.V., headquartered in Veldhoven, the Netherlands. In that role, he was responsible for the company’s water heater business in Europe and the Middle East.

Wheeler returned to the U.S. in 2004 to serve as vice president-international with responsibility for all European and Asian operations outside the U.S. During this time, the company expanded its business in China and entered the Indian residential water heater market, the first U.S. water heater company serving the Indian market.

In 2007, he was named senior vice president and general manager of the U.S. retail business for the Water Products Company. In that position, he oversaw all aspects of the U.S. retail business including sales, marketing, manufacturing, product engineering, and customer service.

Wheeler was named senior vice president and general manager of the North America, India, and Europe water heating business in 2011 and became president of that business in 2013.

He has been active in a number of industry associations, most recently serving as an at-large director of the Air-conditioning, Heating, and Refrigeration Institute (AHRI).

Wheeler is a graduate of the University of Nevada-Reno and the Advanced Management Program at Harvard University.

About A. O. Smith

A. O. Smith Corporation, with headquarters in Milwaukee, Wis., is a global leader applying innovative technology and energy-efficient solutions to products manufactured and marketed worldwide. The company is one of the world’s leading manufacturers of residential and commercial water heating equipment and boilers, as well as a leading manufacturer of water treatment products. For more information, visit www.aosmith.com.