Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnMay 15, 2023 ,John Bean Technologies Corporation (the "Company") amended and restated its Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to (i) declassify the Board of Directors (the "Board") of the Company such that the Board will be fully declassified by the 2026 annual meeting of stockholders, and (ii) amend and eliminate certain provisions within the Certificate of Incorporation that are no longer of any force and effect (the "Certificate Amendments"). The Certificate Amendments were previously approved by the Board of Directors (the "Board") of the Company, subject to stockholder approval, and approved by the Company's stockholders at the Company's 2023 Annual Meeting of Stockholders (the "Annual Meeting"), as further described in Item 5.07 of this Current Report on Form 8-K.
Additionally, the Board amended the Company's Third Amended and Restated
By-Laws, as previously amended (the "By-Laws"), which amendments became
effective as of
The foregoing description of the Certificate Amendments and the By-Law Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation, as amended and restated, and the By-Laws, as amended. Copies of the Certificate of Incorporation, as amended and restated, and the By-Laws, as amended, are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
OnMay 12, 2023 , the Company held its Annual Meeting. At the Annual Meeting, the Company's stockholders voted on five proposals and cast their votes as described below. The proposals are described in detail in the Company's definitive proxy statement on Schedule 14A filed with theSecurities and Exchange Commission (the "SEC") onMarch 31, 2023 , and the Supplement on Schedule 14A filed with theSEC onApril 10, 2023 . Proposal 1
The Company's stockholders re-elected three individuals to the Board of Directors for a term of three years each or until their successors are duly qualified and elected as set forth below:
Name Votes For Votes Against Abstentions Broker Non-Votes Barbara L. Brasier 29,143,717 338,100 5,777 755,693 Brian A. Deck 29,030,966 451,037 5,591 755,693 Polly B. Kawalek 28,594,096 887,026 6,472 755,693 Proposal 2 The Company's stockholders approved as set forth below a proposal to amend and restate the Company's Certificate of Incorporation to provide for, among other things, a phased-in declassification of the Company's Board of Directors, which is more fully described in Item 5.03 of this Current Report on Form 8-K: Votes For Votes Against Abstentions Broker Non-Votes 29,462,893 17,078 7,623 755,693 Proposal 3
The Company's stockholders approved, on an advisory basis, the Company's named executive officer compensation as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes 29,120,158 351,079 16,357 755,693 Proposal 4
The Company's stockholders voted, on an advisory basis, on the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers, as follows:
Votes For Every Year Votes for Every Two Votes for Every Three
Abstain Years Years 28,670,762 5,408 798,612 12,812
-------------------------------------------------------------------------------- The Board considered the stockholder vote regarding the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers and has adopted the stockholders' recommendation of an annual advisory vote on the compensation of the Company's named executive officers until the next stockholder advisory vote on this matter, which will occur no later than the Company's annual meeting of stockholders in 2029, or until the Board otherwise determines that a different frequency for such advisory vote would be in the best interests of the Company's stockholders.
Proposal 5
The Company's stockholders ratified the appointment ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2023 fiscal year as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
30,168,596 27,314 47,377 -
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Amended and Restated Certificate of Incorporation ofJohn Bean Technologies 3.1 Corporation, effectiveMay 15, 2023 . Third Amended and Restated Bylaws ofJohn Bean Technologies Corporation , as 3.2 amended throughMay 15, 2023 . Cover Page Interactive Data File (the cover page XBRL tags are embedded within 104 the Inline XBRL document).
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