Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On May 15, 2020, the Board of Directors of John Bean Technologies Corporation
(the "Company") approved, effective May 15, 2020, an amendment and restatement
of the John Bean Technologies Executive Severance Pay Plan, as previously
amended and restated effective January 1, 2013 (the "Amended and Restated
Severance Plan"), which is available as a benefit to executive officers and
other specified employees of the Company. The Amended and Restated Severance
Plan includes amendments to the prior plan as follows: (1) clarification that
the Amended and Restated Severance Plan does not apply to an executive that has
severance benefits provided through an employment agreement with the Company;
(2) confirmation that any temporary salary reductions will be disregarded under
the terms of the Amended and Restated Severance Plan; and (3) revision of the
list of disqualifying events that would cause a participant to be ineligible to
receive benefits under the Amended and Restated Severance Plan.
The above description is a summary of the terms of the Amended and Restated
Severance Plan and is subject to and qualified in its entirety by the terms of
the Amended and Restated Severance Plan, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders virtually. At the meeting,
the Company's stockholders voted on three proposals and cast their votes as
described below. The proposals are described in detail in the Company's
definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on April 2, 2020.
Proposal 1
The Company's stockholders re-elected three individuals to the Board of
Directors for a term of three years or until their successors are duly qualified
and elected as set forth below:
Name Votes For Against Abstentions Broker Non-Votes
Barbara L. Brasier 29,213,671 533,197 60,675 862,469
Thomas W. Giacomini 29,304,283 443,246 60,014 862,469
Polly B. Kawalek 29,380,177 366,706 60,660 862,469
Proposal 2
The Company's stockholders approved, on an advisory basis, the Company's named
executive officer compensation as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes
29,473,950 307,348 26,245 862,469
Proposal 3
The Company's stockholders ratified the appointment of KPMG LLP as the Company's
independent registered public accounting firm for the 2020 fiscal year as set
forth below:
Votes For Votes Against Abstentions Broker Non-Votes
30,480,320 120,880 68,812
0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
John Bean Technologies Executive Severance Pay Plan (amended and
10.1 restated effective May 15, 2020) .
Cover Page Interactive Data File (the cover page XBRL tags are embedded
104 within the Inline XBRL document).
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