Hillenbrand Inc.

01/08/2026 | Press release | Distributed by Public on 01/08/2026 15:37

Proxy Results (Form 8-K)

Item 5.07
Submission of Matters to a Vote of Security Holders.
On January 8, 2026, Hillenbrand, Inc., an Indiana corporation ("Hillenbrand"), held a special meeting of shareholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger, dated as of October 14, 2025 (the "Merger Agreement"), among Hillenbrand, LSF12 Helix Parent, LLC, a Delaware limited liability company ("Parent"), and LSF12 Helix Merger Sub, Inc., an Indiana corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are affiliates of Lone Star Fund XII, L.P. The Merger Agreement provides for, among other things, on the terms and subject to the conditions therein, the merger of Merger Sub with and into Hillenbrand (the "Merger"), with Hillenbrand surviving the Merger as a wholly owned subsidiary of Parent.
As of the close of business on November 28, 2025, the record date for the Special Meeting (the "Record Date"), there were 70,508,655 shares of Hillenbrand common stock outstanding and entitled to vote at the Special Meeting. Each share of Hillenbrand common stock outstanding as of the close of business on the Record Date was entitled to one vote on each matter voted on at the Special Meeting. At the Special Meeting, the holders of record of 58,935,056 shares, or 83.58%, of Hillenbrand common stock entitled to vote at the Special Meeting (thus holding a majority of the votes entitled to be cast at the Special Meeting) were present in person or by proxy, constituting a quorum for the purpose of conducting business at the Special Meeting.
At the Special Meeting, the following proposals were considered: a proposal to approve the Merger Agreement (the "Merger Agreement Proposal"); a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Hillenbrand's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal"); and a proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Special Meeting to approve the Merger Agreement Proposal (the "Adjournment Proposal"). For more information on each of these proposals, see Hillenbrand's definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 1, 2025. The final voting results for each proposal at the Special Meeting are as follows:
1.
Merger Agreement Proposal
For
Against
Abstain
Broker Non-Votes
58,533,478
353,769
47,809
0

2.
Compensation Proposal
For
Against
Abstain
Broker Non-Votes
52,525,941
6,165,726
243,389
0

3.
Adjournment Proposal
For
Against
Abstain
Broker Non-Votes
54,819,736
3,051,176
1,064,144
0

Completion of the Merger remains subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.
Hillenbrand Inc. published this content on January 08, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 08, 2026 at 21:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]