SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

AMENDMENT NO. 1 TO

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):  February 1, 2011

 

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

 

 

P.O. Box 2566, Oshkosh, Wisconsin 54903

(Address of principal executive offices, including zip code)

 

(920) 235-9151

(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:

 

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))

 

 

 

The undersigned registrant hereby amends Item 5.07 of the registrant’s Current Report on Form 8-K, dated February 1, 2011, to read in its entirety as set forth below for the purpose of disclosing the decision of Oshkosh Corporation regarding the frequency of shareholder votes on the compensation of executives in light of the advisory vote on this subject at its 2011 Annual Meeting of Shareholders.

 

Item 5.07.               Submission of Matters to a Vote of Security Holders.

 

Oshkosh Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”) on February 1, 2011.

 

At the Annual Meeting, shareholders elected the following directors for terms expiring in 2012 by the votes indicated:

 

Nominee		Shares Voted For		Shares Withheld		Abstentions		Broker Non- Votes
Richard M. Donnelly		64,831,092		3,097,271		42,139		10,413,247
Michael W. Grebe		64,426,155		3,500,122		44,225		10,413,247
John J. Hamre		64,852,527		3,075,868		42,107		10,413,247
Kathleen J. Hempel		64,430,233		3,496,227		44,042		10,413,247
Leslie F. Kenne		67,022,111		904,048		44,343		10,413,247
Harvey N. Medvin		66,994,375		932,123		44,004		10,413,247
J. Peter Mosling, Jr.		66,593,390		1,339,118		37,994		10,413,247
Craig P. Omtvedt		67,002,857		924,779		42,866		10,413,247
Richard G. Sim		66,602,446		1,324,555		43,501		10,413,247
Charles L. Szews		66,740,583		1,186,945		42,974		10,413,247
William S. Wallace		67,045,821		880,924		43,757		10,413,247

 

At the Annual Meeting, shareholders ratified the appointment of Deloitte & Touch LLP as the Company’s independent auditors for the fiscal year ending September 30, 2011 by the votes indicated:

 

Shares Voted For		Shares Voted Against		Abstentions
77,945,206		368,256		70,286

 

At the Annual Meeting, shareholders approved a resolution approving, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section and compensation tables contained in the Company’s proxy statement for the Annual Meeting by the votes indicated:

 

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
64,401,506		3,441,317		127,679		10,413,247

 

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At the Annual Meeting, the Company’s shareholders voted to approve, on a nonbinding, advisory basis, holding a nonbinding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for future annual meetings in accordance with the executive compensation disclosure rules of the Securities and Exchange Commission on an annual basis by the votes indicated:

 

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
60,127,751		573,768		7,076,854		192,129		10,413,247

 

In light of the results of this vote and other factors, the Board of Directors of the Company, at its May 17, 2011 meeting, approved including a non-binding shareholder advisory vote on the compensation of the Company’s named executive officers in the Company’s proxy materials on an annual basis until the next time the Company must include in its proxy materials a non-binding shareholder advisory vote on how frequently shareholders will vote, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers, which would be at the Company’s 2017 annual meeting of shareholders.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	OSHKOSH CORPORATION
Date: May 20, 2011	By:	/s/ Bryan J. Blankfield
		Bryan J. Blankfield
		Executive Vice President, General Counsel and Secretary

 

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