Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As described under Item 5.07 of this Current Report, onMay 6, 2021 , at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") ofTerex Corporation (the "Company"), the Company's stockholders approved an amendment to theTerex Corporation 2018 Omnibus Incentive Plan (the "Omnibus Plan") to increase, by two million, the number of shares of the Company's common stock available for grant thereunder. The Omnibus Plan provides for incentive compensation in the form of (i) options to purchase stock, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units, (v) other stock awards, (vi) cash awards and (vii) performance awards. A description of the material terms of the plan is set forth in Proposal 3, under the heading "Approval of an Amendment to theTerex Corporation 2018 Omnibus Incentive Plan" in the Company's Proxy Statement filed with theSecurities and Exchange Commission onMarch 26, 2021 (the "Proxy Statement"), which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Omnibus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company's Annual Meeting was held on
(b) At the Annual Meeting, the Company's stockholders (i) electedPaula H. J. Cholmondeley ,Donald DeFosset ,John L. Garrison ,Thomas J. Hansen ,Sandie O'Connor ,Christopher Rossi ,Andra Rush andDavid A. Sachs to the Company's Board of Directors until the Company's next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) approved in an advisory vote, the compensation of the Company's named executive officers, (iii) approved an amendment to the Omnibus Plan to increase the number of shares of the Company's common stock available for grant thereunder, and (iv) ratified the appointment ofKPMG LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2021 .
The voting results for each matter submitted to a vote of stockholders at the Company's Annual Meeting were as follows:
For Against Abstain Broker Non-Votes Proposal 1: Election of Directors: Paula H. J. Cholmondeley 55,542,421 2,036,738 39,405 5,736,972 Donald DeFosset 52,563,237 5,014,574 40,753 5,736,972 John L. Garrison 54,002,285 3,566,647 49,632 5,736,972 Thomas J. Hansen 55,683,803 1,885,691 49,070 5,736,972 Sandie O'Connor 56,927,197 652,142 39,225 5,736,972 Christopher Rossi 57,498,780 70,767 49,017 5,736,972 Andra Rush 56,696,893 880,803 40,868 5,736,972 David A. Sachs 52,483,891 5,094,676 39,997 5,736,972 - 2 -
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For Against Abstain Broker Non-Votes Proposal 2: Advisory vote on the 55,204,456 2,286,520 127,588 5,736,972 compensation of the Company's named executive officers Proposal 3: Amendment to the Terex 54,360,512 3,162,598 95,454 5,736,972 Corporation 2018 Omnibus Incentive Plan to increase the number of shares of the Company's common stock available for grant Proposal 4: Ratification of the 62,969,387 337,538 48,611 0 selection ofKPMG LLP as independent registered public accounting firm for the Company for 2021
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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