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 4, 2016

(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 4, 2016. 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 2019:
       Nominee                                             Votes For       Votes Against         Abstain          Broker Non-Votes    
    Ruby R. Chandy         
          195,536,264            1,498,629            403,400            14,243,291       
    Steven W. Kohlhagen         
          195,512,119            1,532,837            393,337            14,243,291       

Of the remaining six Board members, Anthony J. Conti, Frank S. Hermance and Gretchen W. McClain terms expire in 2017 and James R. Malone, Elizabeth R. Varet and Dennis K. Williams terms expire in 2018.

2)   Approval of the Material Terms of the Performance Goals in the Company’s 2011 Omnibus Incentive Compensation Plan. The Stockholders approved the material terms of the performance goals included in the Company’s 2011 Omnibus Incentive Compensation Plan applicable to performance-based awards. Stockholders approved the plan in 2011, but this re-approval was necessary for continued compliance with the “qualified performance-based compensation” exception under Section 162(m) of the Internal Revenue Code. The result of the vote was as follows:
        Votes For          Votes Against   Abstain   Broker Non-Votes        
         5,036,215       432,415       14,243,291                 

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        
         4,384,971       764,318       14,243,291                 

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, 2016. The result of the vote was as follows:
        Votes For       Votes Against       Abstain        
        1,810,871           276,312                             

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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 5, 2016   By:   /s/ William J. Burke
        Name: William J. Burke
        Title: Senior Vice President - Comptroller & Treasurer