0000091440false00000914402025-04-242025-04-24

 

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

 

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:

☐  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 240.14a-12)

☐  Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $1.00 par value			SNA			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.☐

Snap-on Incorporated (the “Company”) held its 2025 Annual Meeting of Shareholders on April 24, 2025 (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s shareholders: (i) elected 10 members of the Company’s Board of Directors to each serve a one-year term ending at the Annual Meeting of Shareholders to be held in 2026 (the “2026 Annual Meeting”); (ii) ratified the Audit Committee’s selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for fiscal 2025; and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the 2025 Annual Meeting (the “Proxy Statement”). There were 52,417,769 shares of the Company’s common stock outstanding and eligible to vote as of the close of business on February 24, 2025, the record date for the 2025 Annual Meeting.

The directors elected to the Company’s Board of Directors for terms expiring at the 2026 Annual Meeting, and the number of votes cast for and against, as well as abstentions and broker non-votes with respect to, each individual, are set forth below:

 

Director						For						Against						Abstentions						Broker Non-Votes
David C. Adams						34,971,396						7,421,391						44,170						3,911,987
Karen L. Daniel						37,654,911						4,738,630						43,416						3,911,987
Ruth Ann M. Gillis						42,034,741						357,303						44,913						3,911,987
James P. Holden						32,223,229						10,166,949						46,780						3,911,987
Nathan J. Jones						39,102,772						3,284,424						49,762						3,911,987
Henry W. Knueppel						39,222,649						3,166,415						47,894						3,911,987
W. Dudley Lehman						37,683,745						4,709,629						43,583						3,911,987
Nicholas T. Pinchuk						37,685,927						4,575,004						176,027						3,911,987
Gregg M. Sherrill						40,217,716						2,178,297						40,944						3,911,987
Donald J. Stebbins						42,003,660						391,490						41,807						3,911,987

The proposal to ratify the Audit Committee’s selection of Deloitte as the Company’s independent registered public accounting firm for fiscal 2025 received the following votes:

 

Votes for approval:						40,344,171						Votes against:						5,954,169						Abstentions:						50,605
Broker non-votes:						0

The advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in “Compensation Discussion and Analysis” and “Executive Compensation Information” in the 2025 Proxy Statement, received the following votes:

* * *

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

 

SNAP-ON INCORPORATED

Date: April 25, 2025

By:

/s/ Richard T. Miller

Richard T. Miller

Vice President, General Counsel and Secretary