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: September 7, 2023 (Date of earliest event reported:  September 7, 2023)

 

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware	001-40840	95-4372080
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

One Tribology Center

Oxford, CT 06478

(Address of principal executive offices) (Zip Code)

 

(203) 267-7001

(Registrant’s telephone number, including area code)

 

N/A

(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. below):

 

[ ]    Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ]    Pre-commencement communications 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	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	RBC	New York Stock Exchange
5.00% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share	RBCP	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 (§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. ☐ 

 

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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

At the Company’s annual meeting of stockholders held on September 7, 2023, the stockholders (1) elected both of the Company’s nominees for director, (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024, (3) approved, on an advisory basis, the frequency of the advisory vote on compensation paid to the Company’s named executive officers to be held every year, and (4) approved, on an advisory basis, the compensation paid to the Company's named executive officers.

Shares were voted on these proposals as follows:

Proposal 1. The election of two directors in Class III to serve a term of three years:

 

Nominees		For				Against				Withheld				Broker Non-Vote
Dr. Michael J. Hartnett			26,487,475				856,355				4,601				445,205
Dolores J. Ennico			14,321,619				13,017,741				9,071				445,205

 

Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024:

 

	For				Against				Abstain				Broker Non-Vote
	27,377,868				414,744				1,024				0

  

Proposal 3. The approval, on an advisory basis, of the frequency of holding a stockholder advisory vote on the Company’s named executive officer compensation.

 

1 year				2 years				3 years				Abstain
	27,010,477				2,024				335,400				530

  

Proposal 4. The approval, on an advisory basis, of the compensation paid to the Company's named executive officers:

 

	For				Against				Abstain				Broker Non-Vote
	14,801,089				12,153,147				394,195				445,205

  

 

SIGNATURES

 

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

 

Date: September 7, 2023

 

	RBC BEARINGS INCORPORATED
	By:	/s/ John J. Feeney
		Name:  John J. Feeney
		Title: Vice President, General Counsel &    Secretary