Hill-Rom Holdings, Inc.
8-K on 12/20/2019   Download
SEC Document
SEC Filing
false0000047518 0000047518 2019-12-20 2019-12-20


Washington, D.C.  20549


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

Date of Report (Date of earliest event reported): December 20, 2019

(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
                                     130 E. Randolph St.
Suite 1000
(Address of principal executive offices)
(Zip Code)

(312) 819-7200
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, without par value
New York Stock Exchange

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 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))

Emerging growth company (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.b-2 of this chapter).

If an emerging growth company, indicate by check mark of 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.

Item 8.01.     OTHER EVENTS.

On December 20, 2019, Hill-Rom Holdings, Inc. (the “Company”), announced that it will nominate Ms. Felicia Norwood for election to the Company’s board of directors (the “Board”) at the Company’s Annual Meeting of Shareholders to be held on February 25, 2020 (the “2020 Annual Meeting”). The election of directors will take place at the 2020 Annual Meeting. A copy of the press release announcing Ms. Norwood’s nomination for election to the Board at the 2020 Annual Meeting is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01.

Press Release of Hill-Rom Holdings, Inc. dated December 20, 2019
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

Additional Information and Where to Find It

The foregoing press release is not a proxy statement or a solicitation of proxies from the holders of common stock of Hill-Rom Holdings, Inc. A solicitation of proxies in connection with the 2020 Annual Meeting will be made only by the Company’s definitive proxy statement that will be mailed to all shareholders of record on the record date of January 2, 2020. The Company will be filing a definitive proxy statement for the annual meeting with the Securities and Exchange Commission (the “SEC”). Shareholders are urged to read the proxy statement and any other relevant documents filed or that will be filed with the SEC when they become available because they will contain important information. Shareholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s website at http://www.sec.gov or through the Company’s own website at http://ir.hill-rom.com. This Form 8-K is being filed as soliciting material pursuant to Rule 14a-12 under the Exchange Act solely as a precautionary matter, notwithstanding the fact that the issuer does not believe it constitutes solicitation material.
Participants in the Solicitation

The directors, nominees for election as director, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in connection with the matters to be considered at the 2020 Annual Meeting. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with such matters will be set forth in the definitive proxy statement to be filed with the SEC. In addition, information about the Company’s executive officers and directors may be found in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, and in its definitive proxy statement filed with the SEC on January 18, 2019.


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.

DATE:  December 20, 2019
/s/ Deborah M. Rasin

Deborah M. Rasin
Senior Vice President
Chief Legal Officer and Secretary