Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.       )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

 

Hill-Rom Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ

 

No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

 

Title of each class of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

 

 

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

 

 

 

 

 

 

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

 

 

 

 

 

 

(5)

 

Total fee paid:

 

 

 

 

 

 

 

 




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Fee paid previously with preliminary materials.

 

 

 

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

 

Amount Previously Paid:

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

 

 

 

 

 

 

(3)

 

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(4)

 

Date Filed:

 

 

 

 

 

 

 

 

 

 

 

 

 
 




   



 

 

 

 

 

 

 

 

 

 

 

 

HILL-ROM HOLDINGS, INC.

PROXY

STATEMENT


Annual Meeting of Shareholders

 

 

March 6, 2018

10:00 am (Central Time)

Chicago, Illinois

 




 

HILL-ROM HOLDINGS, INC.




NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 6, 2018

 

The Annual Meeting of Shareholders of Hill-Rom Holdings, Inc., an Indiana corporation (“Hill-Rom”), will be held at the following time and location, and for the following purposes:

 

    

Tuesday, March 6, 2018, at 10:00 a.m., Central time.

    

180 North Stetson Avenue, Two Prudential Plaza, Suite 1630, Chicago, Illinois 60601.



 

(1)

 

To elect ten members to the Board of Directors to serve one-year terms expiring at the 2019 annual meeting or until their successors are elected and qualified;




(2)

To consider and vote on a non-binding proposal to approve, on an advisory basis, the compensation of Hill-Rom’s named executive officers;

  




(3)

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Hill-Rom for fiscal year 2018; and

 




(4)

To transact any other items of business that may properly be brought before the meeting and any postponement or adjournment thereof.

    

Only stockholders of record as of the close of business on January 2, 2018 are entitled to vote at the meeting. Whether or not you plan to attend the meeting, please cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, over the internet, by telephone, or via mail, as promptly as possible.

 

 

 

By Order of the Board of Directors

 

 

 

 

 




 

 

 

 

 

Deborah M. Rasin

 

 

Secretary

 

January 19, 2018

 




   

TABLE OF CONTENTS

 

EXECUTIVE SUMMARY

1

 

 

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

5

 

 

PROPOSALS REQUIRING YOUR VOTE

9

 

 

Proposal No. 1 – Election of Directors

9

Proposal No. 2 – Non-Binding Vote on Executive Compensation

13

Proposal No. 3 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

14

 

 

CORPORATE GOVERNANCE

15

 

 

AUDIT COMMITTEE REPORT

20

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

22

 

 

COMPENSATION DISCUSSION AND ANALYSIS

24

 

 

Compensation and Management Development Committee Report

24

Detailed Table of Contents for CD&A

24

 

 

SUMMARY COMPENSATION TABLE

39

 

 

DIRECTOR COMPENSATION

48

 

 

EQUITY COMPENSATION PLAN INFORMATION

50

 

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

51

 

 

APPENDIX A – RECONCILIATION OF NON-GAAP AND GAAP FINANCIAL MEASURES

52

  




 

Proxy Statement

  

This proxy statement relates to the solicitation by the Board of Directors (the “Board”) of Hill- Rom Holdings, Inc. (“Hill-Rom”, the “Company”, “we”, “us” or “our”), of proxies for use at the annual meeting of Hill-Rom’s shareholders (the “meeting”) to be held at 180 North Stetson Avenue, Two Prudential Plaza, Suite 1630, Chicago, Illinois 60601, on Tuesday, March 6, 2018, at 10:00 a.m., Central time , and at any adjournments of the meeting.  This proxy statement and the enclosed form of proxy were mailed initially to shareholders on or about January 19, 2018.

  

Executive Summary

  

This summary highlights selected information in this proxy statement.  Please review the entire proxy statement and the Hill-Rom 2017 Annual Report before voting.  Measures used in this proxy statement that are not based on accounting principles generally accepted in the United States (“non-GAAP”) are each defined and reconciled to the most directly comparable GAAP measure in Appendix A .   This proxy statement and annual report to shareholders are available at www.proxyvote.com .
  
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