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): June 6, 2011
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, 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)) |
Item 5.02 Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 6, 2011, A. O. Smith Corporation (“the Company”) publically announced that Daniel L. Kempken, 39, was elected Vice President and Controller of the Company effective June 6, 2011. As the Controller, Mr. Kempken is the “principal accounting officer” of the Company for purposes of the Securities Exchange Act of 1934, as amended. Mr. Kempken assumes the role of “principal accounting” officer from John J. Kita, Executive Vice President and Chief Financial Officer, who has held the role of “principal accounting officer” since 1995. Mr. Kita will continue to serve the Company as Executive Vice President and Chief Financial Officer.
Prior to joining the Company, Mr. Kempken was a Senior Manager with Ernst & Young LLP, a public accounting firm, which he rejoined in 2006, and where he served several of the firm’s significant Wisconsin-based clients.
Mr. Kempken will participate in the usual compensation and benefit programs available to an officer of the Company.
A copy of the Company’s News Release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
The following exhibit is being filed herewith:
(99.1) News Release of A. O. Smith Corporation, dated June 6, 2011.
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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.
| A. O. SMITH CORPORATION | ||||
| Date: June 6, 2011 | By: | /s/ James F. Stern | ||
| James F. Stern | ||||
| Executive Vice President, General Counsel and Secretary | ||||
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A. O. SMITH CORPORATION
Exhibit Index to Current Report on Form 8-K dated June 6, 2011
| Exhibit Number |
Description | |
| 99.1 | News Release of A. O. Smith Corporation, dated June 6, 2011 | |
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Exhibit 99.1
June 6, 2011
A. O. Smith names Kempken vice president and controller
Milwaukee, Wis.—A. O. Smith Corporation (NYSE:AOS) today announced that Daniel L. Kempken has been named vice president and controller.
In his new position, Kempken will oversee the accounting, financial planning, internal audit, and risk management functions for the global manufacturer of residential and commercial water heating equipment.
“Dan enjoys broad ranging accounting experience, both on a domestic and international basis,” John Kita, executive vice president and chief financial officer, said in making the announcement. “He is well acquainted with GAAP and SEC guidelines as well as requirements under the Sarbanes Oxley law. In addition, he has extensive experience in acquisitions and divestitures.”
Kempken, a certified public accountant, brings more than 13 years of public accounting experience to A. O. Smith. Most recently, he was a senior manager with Ernst & Young LLP’s Milwaukee office. He served a number of Wisconsin-based companies, handling audit, quarterly review, and control testing activities. During this time, he assisted several of his clients with domestic and international acquisition accounting.
Kempken also held the positions of senior manager with Ernst & Young’s Chicago office and manager in the Frankfurt, Germany, office. He joined Ernst & Young in 1995.
From 2003 until 2006, he was a partner with Kempken Real Estate, a family business focused on residential real estate and condominium development.
Kempken earned a bachelor’s of business administration degree from the University of Wisconsin-Madison in 1995.
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A. O. Smith Corporation, with headquarters in Milwaukee, Wis., is a global leader applying innovative technology and energy-efficient solutions to products marketed worldwide. The company is one of the world's leading manufacturers of residential and commercial water heating equipment, offering a comprehensive product line featuring the best-known brands in North America and China.
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