Shareholder Vote

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): April 15, 2020   A. O. Smith Corporation (Exact name of registrant as specified in its charter)   Delaware   1-475   39-0619790 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 11270 West Park Place , Milwaukee , Wisconsin 53224 (Address of principal executive offices, including zip code) (414) 359-4000 (Registrant’s telephone number)   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 communication 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 204.14a-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 13-e4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock (par value $1.00 per share)   AOS   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 5.07. Submission of Matters to a Vote of Security Holders. A. O. Corporation (the “Company”) held its Annual Meeting of Stockholders on April 15, 2020, for the purposes of the election of the Company’s Board of Directors, to hold an advisory vote to approve the compensation of our named executive officers, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 and to approve an amendment of the A. O. Smith Combined Incentive Compensation Plan and increase of authorized shares of Common Stock by 2,400,000. The voting results for the election of the Company’s Board of Directors were as follows: Class A Common Stock       Authority     Broker   Directors   For     Withheld     Non-Vote   Ronald D. Brown     25,169,931       0       0   Paul W. Jones     25,169,931       0       0   Ajita G. Rajendra     25,169,931       0       0   Bruce M. Smith     25,169,931       0       0   Mark D. Smith     25,169,931       0       0   Kevin J. Wheeler     25,169,931       0       0                       Common Stock       Authority     Broker   Directors   For     Withheld     Non-Vote   William P. Greubel     76,178,493       34,280,617       8,304,161   Dr. Ilham Kadri     108,987,498       1,471,612       8,304,161   Idelle K. Wolf     105,094,062       5,365,048       8,304,161   Gene C. Wulf     97,615,117       12,843,993       8,304,161   The advisory voting results for the approval of the compensation of the Company’s named executive officers were as follows:   Total Votes   For     35,456,449   Against     719,651   Abstain     39,742   Broker Non-Votes     830,416   The voting results for the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020, were as follows   Total Votes   For     36,610,115   Against     423,976   Abstain     12,167   Broker Non-Votes     0   The voting results for to approve an amendment of the A. O. Smith Combined Incentive Compensation Plan and increase of authorized shares of Common Stock by 2,400,000, were as follows:   Total Votes   For     35,522,353   Against     676,243   Abstain     17,246   Broker Non-Votes     830,416   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.     A. O. SMITH CORPORATION               Date: April 20, 2020     By:   /s/ James F. Stern       James F. Stern       Executive Vice President, General Counsel and Secretary