AMETEK, Inc. (Form: 8-K)  






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

Date of Report (Date of Earliest Event Reported):   May 8, 2013

(Exact name of registrant as specified in its charter)

Delaware 1-12981 14-1682544
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
1100 Cassatt Road, Berwyn, Pennsylvania   19312
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   610-647-2121

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:

[  ]  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))

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Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of AMETEK, Inc. (the “Company”) was held on May 8, 2013. The following matters were voted on at the Annual Meeting and received the number of votes indicated:

1)   Election of Directors. The following nominees were elected to the Board of Directors for a term expiring in 2016:
       Nominee       Votes For       Votes Withheld       Broker Non-Votes    
    Ruby R. Chandy  
             206,489,368            2,794,686            14,865,273                    
    Charles D. Klein  
             198,763,253            10,520,801            14,865,273                    
    Steven W. Kohlhagen  
             202,274,323            7,009,731            14,865,273                    

Of the remaining five Board members, Anthony J. Conti and Frank S. Hermance terms expire in 2014 and James R. Malone, Elizabeth R. Varet and Dennis K. Williams terms expire in 2015.

2)   Approval of an amendment to the Certificate of Incorporation to increase the number of shares of Common Stock authorized for issuance. The Stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of shares of Common Stock, which the Company is authorized to issue from 400,000,000 to 800,000,000 shares.
           Votes For       Votes Against   Abstain   Broker Non-Votes        
        37,446,902       998,215       73,938                 

3)   Advisory Approval of the Company’s Executive Compensation. The Stockholders approved, on an advisory (non-binding) basis, the compensation of certain executive officers. The result of the vote was as follows:
           Votes For       Votes Against   Abstain   Broker Non-Votes        
        5,698,075       6,473,428       14,865,273                 

4)   Ratification of Appointment of Independent Registered Public Accounting Firm. The Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the year ending December 31, 2013. The result of the vote was as follows:
           Votes For       Votes Against       Abstain        
        2,867,624           484,925                                   

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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.

    AMETEK, Inc.
May 9, 2013   By:   /s/ William J. Burke
        Name: William J. Burke
        Title: Senior Vice President - Comptroller & Treasurer

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Exhibit Index

Exhibit No.   Description

  Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AMETEK, Inc.