Document



                                                        
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 (Date of earliest event reported) May 11, 2017

TEREX CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware
1-10702
34-1531521
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)


200 Nyala Farm Road, Westport, Connecticut
06880
(Address of Principal Executive Offices)
(Zip Code)
            
Registrant's telephone number, including area code (203) 222-7170

NOT APPLICABLE
(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))




\

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐ 






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, on May 11, 2017, at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Terex Corporation (“Terex” or the “Company”), the Company’s stockholders approved the Terex Corporation Amended and Restated Employee Stock Purchase Plan (the “Plan”) to extend the expiration date of the Plan from June 30, 2017 to June 30, 2027.

The Plan provides employees and outside directors the opportunity to purchase Terex shares and to receive additional Terex shares (15% of the participant contribution) pursuant to a Company matching contribution. A description of the material terms of the Plan is set forth in Proposal 3, under the heading “To Approve an Amendment of the Terex Corporation Employee Stock Purchase Plan” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 31, 2017, which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 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 May 11, 2017.

(b)    At the Annual Meeting, the Company’s stockholders (i) elected Paula H. J. Cholmondeley, Donald DeFosset, Thomas J. Hansen, John L. Garrison, Matthew Hepler, Raimund Klinkner, David A. Sachs, Oren G. Shaffer, David C. Wang and Scott W. Wine 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) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, (iii) approved an amendment to the Company’s Employee Stock Purchase Plan, (iv) approved in an advisory vote, the compensation of the Company’s named executive officers and (v) approved, in an advisory vote, an annual advisory vote on the compensation of the Company’s named executive officers.

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
79,690,020
 
1,809,851
 
88,696
 
10,568,060
Donald DeFosset
80,460,636
 
993,337
 
134,594
 
10,568,060
John L. Garrison
81,184,175
 
270,027
 
134,365
 
10,568,060
Thomas J. Hansen
81,221,720
 
233,209
 
133,638
 
10,568,060
Matthew Hepler
79,864,018
 
1,523,998
 
200,551
 
10,568,060
Raimund Klinkner
80,986,536
 
420,168
 
181,863
 
10,568,060
David A. Sachs
81,116,063
 
341,307
 
131,197
 
10,568,060
Oren G. Shaffer
81,165,710
 
290,314
 
132,543
 
10,568,060
David C. Wang
81,143,739
 
311,886
 
132,942
 
10,568,060
Scott W. Wine
70,873,190
 
10,545,252
 
170,125
 
10,568,060
 
 
 
 
 
 
 
 

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For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
 
Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company for 2017

91,438,662
 
638,031
 
79,934
 
-0-
Proposal 3: To approve an amendment of the Terex Corporation Employee Stock Purchase Plan
80,076,696
 
1,370,484
 
141,387
 
10,568,060
 
 
 
 
 
 
 
 
Proposal 4: Advisory vote on the compensation of the Company’s named executive officers
77,493,542
 
3,990,925
 
104,100
 
10,568,060
 
 
 
 
 
 
 
 

 
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
Proposal 5: Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers
65,791,566
69,097
15,430,479






297,425





  
10,568,060

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

10.1    Terex Corporation Amended and Restated Employee Stock Purchase Plan.




















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SIGNATURES

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: May 15, 2017

TEREX CORPORATION


By: /s/ Eric I Cohen
Eric I Cohen
Senior Vice President, Secretary and General Counsel



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