Hillenbrand, Inc. 8-K

What Happened

• Hillenbrand, Inc. announced that at a special meeting on January 8, 2026 shareholders approved the Agreement and Plan of Merger dated October 14, 2025 among Hillenbrand, LSF12 Helix Parent, LLC and LSF12 Helix Merger Sub, Inc. (affiliates of Lone Star Fund XII, L.P.). Under the agreement, Merger Sub would merge into Hillenbrand, making Hillenbrand a wholly owned subsidiary of Parent upon closing. Completion remains subject to customary closing conditions, including required regulatory approvals.

Key Details

• Record date: November 28, 2025; shares outstanding and eligible to vote: 70,508,655.
• Quorum: 58,935,056 shares present in person or by proxy (83.58% of shares outstanding).
• Merger Agreement vote: For 58,533,478; Against 353,769; Abstain 47,809.
• Advisory compensation vote (nonbinding): For 52,525,941; Against 6,165,726; Abstain 243,389.
• Adjournment vote (if needed): For 54,819,736; Against 3,051,176; Abstain 1,064,144.

Why It Matters

• Shareholder approval of the merger agreement is a required, material step toward completing the transaction; the deal will not close until customary conditions and regulatory approvals are satisfied.
• The advisory vote on executive compensation related to the transaction passed, but is nonbinding. Investors should watch for regulatory clearances and any updates on timing or deal terms that could affect share value or takeover outcomes.