Hillenbrand Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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): January 8, 2026

HILLENBRAND, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (812) 931-5000

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 (see General Instruction A.2. of Form 8-K):

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

 

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:

 

 

 

 

Completion of the Merger remains subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.

 

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.