Oshkosh Corporation Amends the Company's By-Laws
Nov 16 15
The board of directors of Oshkosh Corporation amended the Company's By-Laws (as so amended, the Amended By-Laws) to implement proxy access (allowing eligible shareholders to include their own nominees for director in the Company's proxy materials along with Board-nominated nominees) and make certain other conforming and related technical changes. The proxy access process will first be available to shareholders in connection with the Company's 2017 annual meeting of shareholders. The proxy access provisions of the Amended By-Laws (the Proxy Access Provisions) permit any shareholder or group of up to 20 shareholders who have maintained continuous qualifying ownership at least 5% of the Company's outstanding common stock for at least the previous three years to include a specified number of director nominees in the Company's proxy materials for an annual meeting of shareholders. A group of funds under common management and investment control will be treated as one shareholder for purposes of the limit of 20 shareholders. A nominating shareholder is considered to own only the shares for which the shareholder possesses the full voting and investment rights and the full economic interest (including the opportunity for profit and risk of loss). Under this provision, borrowed or hedged shares do not count as owned shares, but loaned shares will count as owned shares if the shareholder has the power to recall such loaned shares on five business days' notice, recalls such loaned shares upon being notified by the Company that any of such shareholder's nominees will be included in the Company's proxy materials for the annual meeting and holds such shares through the date of the annual meeting. The maximum number of shareholder nominees permitted under the Proxy Access Provisions is equal to 20% of the directors in office on the last day on which a nomination notice may be timely received. If the 20% calculation does not result in a whole number, then the maximum number of shareholder nominees is rounded down to the nearest whole number, but not less than two (the Maximum Number). The Maximum Number for a particular annual meeting of shareholders will be reduced by shareholder-nominated nominees for that annual meeting whose nomination is withdrawn, shareholder-nominated nominees for that annual meeting whom the Board decides to nominate for election at such annual meeting and any directors in office as of the nomination deadline who had been shareholder-nominated nominees under the Proxy Access Provisions at any of the preceding two annual meetings and whose reelection at the upcoming annual meeting is being recommended by the Board. If one or more vacancies occurs for any reason after the nomination deadline but before the date of the annual meeting and the Board decides to reduce the size of the Board in connection with those vacancies, then the Maximum Number will be calculated based on the reduced size of the Board. Each nominating shareholder submitting more than one nominee must rank such nominees. If the number of shareholder nominees under the Proxy Access Provisions exceeds the Maximum Number, then the high ranking qualified nominee from each nominating shareholder will be selected for inclusion in the Company's proxy materials until the Maximum Number is reached, going in order from high to small amount of shares owned by each nominating shareholder. If the nominating shareholder fails to continue to satisfy eligibility requirements under the Proxy Access Provisions or the nominating shareholder or its nominee breaches any of their obligations, agreements or representations described below, the nominating shareholder (or a representative of the nominating shareholder) does not appear at the annual meeting to present the nomination or the nominee becomes ineligible for inclusion in the Company's proxy materials under the Proxy Access Provisions or dies, becomes disabled or is otherwise disqualified from being nominated for election or serving as a director of the Company, then the nomination will be disregarded, no vote on such nominee will occur and the Company may omit from its Company's proxy materials the disregarded nominee or any successor or replacement nominee. To nominate a nominee for purposes of the Proxy Access Provisions, a nominating shareholder must give timely notice to the Secretary of the Company. To be timely, a nominating shareholder's notice must be received not less than 120 days nor more than 150 days prior to the anniversary of the date that the Company made available its proxy materials for the preceding annual meeting of shareholders. Each nominating shareholder is required to provide certain information, including the shareholder's notice on Schedule 14N as filed by the nominating shareholder with the Securities and Exchange Commission (SEC), the information and representations that would be required by the advance notice provisions of the Amended By-Laws relating to nomination of directors (including the written consent of each shareholder nominee to being named in the proxy statement and to serve as a director, if elected) and proof of qualifying stock ownership as of the date of the submission and the record date for determining the shareholders entitled to receive notice of the annual meeting of shareholders. Such information also includes representations that the shares of the Company's common stock owned by the nominating shareholder were acquired in the ordinary course and not with the intent to influence or change control of the Company, the nominating shareholder will maintain qualifying ownership through the date of the annual meeting, the nominating shareholder is only nominating the persons nominated pursuant to the Proxy Access Provisions, with respect to the nominating shareholder's intentions to maintain qualifying ownership for one year after the meeting, and the nominating shareholder will not participate in other solicitations with respect to other nominees for the annual meeting or use any proxy card other than the Company's. Such information further includes representations that the nominee qualifies as an independent director under applicable stock exchange and other rules and has not been the subject of certain criminal proceedings. If a group of shareholders is making the nomination, then such notice must designate one member of the group for purposes of receiving communications, notices and inquiries from the Company and otherwise authorize such member to act on behalf of each other member of the group with respect to the nomination.
Oshkosh Corporation Reports Unaudited Consolidated Earnings Results for the Fourth Quarter and Full Year Ended September 30, 2015; Provides Earnings Guidance for the Year 2016
Oct 29 15
Oshkosh Corporation reported unaudited consolidated earnings results for the fourth quarter and full year ended September 30, 2015. For the quarter, the company reported fiscal 2015 fourth quarter net income of $50.3 million, or $0.64 per diluted share, compared to $77.8 million, or $0.93 per diluted share, in the fourth quarter of fiscal 2014. Results for the fourth quarter of fiscal 2015 were adversely impacted by a combined $2.4 million after-tax workforce reduction charge in the access equipment segment and corporate. Results for the fourth quarter of fiscal 2014 were adversely impacted by a combined $2.4 million after-tax pension curtailment and pension settlement charge in the defense segment. Excluding these items, fiscal 2015 fourth quarter adjusted net income was $52.7 million, or $0.67 per diluted share, compared to $80.2 million, or $0.96 per diluted share, in the fourth quarter of fiscal 2014. Consolidated net sales in the fourth quarter of fiscal 2015 were $1.58 billion, a decrease of 5.4% compared to the prior year fourth quarter. Higher sales in the defense, fire & emergency and commercial segments were not sufficient to offset a decline in access equipment segment sales resulting from lower demand in North America. On a constant currency basis, sales decreased 3.6% compared to the fourth quarter of fiscal 2014. Consolidated operating income in the fourth quarter of fiscal 2015 was $86.6 million, or 5.5% of sales, compared to $113.1 million, or 6.8% of sales, in the prior year fourth quarter. Fiscal 2015 fourth quarter adjusted consolidated operating income was $89.5 million, or 5.7% of sales, excluding workforce reduction charges of $2.9 million. Fiscal 2014 fourth quarter adjusted consolidated operating income was $116.9 million, or 7.0% of sales, excluding pension curtailment and pension settlement charges that netted to $3.8 million. The decline in consolidated operating income was driven by lower access equipment segment sales. Income before income taxes and equity in earnings of unconsolidated affiliates was $68.7 million against $98.0 million a year ago. Net income available to common shareholders was $50.2 million against $77.5 million a year ago.
For the year 2015, the company reported net sales for fiscal 2015 of $6.10 billion and net income of $229.5 million, or $2.90 per diluted share. This compares with net sales of $6.81 billion and net income of $309.3 million, or $3.61 per diluted share, in fiscal 2014. Adjusted net income for fiscal 2015 was $239.1 million, or $3.02 per diluted share, compared to $309.8 million, or $3.62 per diluted share, in fiscal 2014. The decrease in adjusted results in fiscal 2015 was largely attributable to lower sales and operating income in the Company's access equipment and defense segments, offset in part by the impact of higher sales and improved performance in the Company's fire & emergency and commercial segments and lower corporate expenses. Earnings per share in fiscal 2015 improved $0.22 compared to fiscal 2014 as a result of lower average diluted shares outstanding. Operating income was $398.6 million against $503.3 million a year ago. Income before income taxes and equity in earnings of unconsolidated affiliates was $326.1 million against $431.9 million a year ago. Net income available to common shareholders was $229.0 million against $308.1 million a year ago. Net cash provided by operating activities was $82.5 million against $170.4 million a year ago. Additions to property, plant and equipment was $131.7 million against $92.2 million a year ago. Additions to equipment held for rental was $26.3 million against $32.7 million a year ago. Adjusted consolidated operating income was $398.1 million against $512.2 million a year ago.
The company announced expectations for fiscal 2016 earnings per share of $3.00 to $3.40. This range is lower than the range implied by comments during third quarter earnings conference call due largely to a more cautious outlook for access equipment and concrete mixer businesses. The company believes these markets will be soft during the first half of fiscal 2016 before improving as the 2016 construction season gets underway. The company also believes defense business will strengthen as fiscal 2016 unfolds due to urgent international requirements for M-ATVs and aftermarket support, stated Szews. The company expects to generate approximately $350 million of free cash flow in fiscal 2016 as reduce access equipment inventory, while also investing in Defense working capital to fulfill international sales contracts. On projected net sales of $6.2 to $6.5 billion. The company believes fiscal 2016 sales will increase in each of its segments, with the exception of its access equipment segment, where the Company expects sales to decline approximately 10% to 15% from fiscal 2015 sales levels. The Company projects a corporate income tax rate of 34%, up from fiscal 2015 on expected lower earnings outside of the United States, generally as a result of the strong U.S. dollar. The Company is assuming a full year average share count of approximately 75 million shares. The Company anticipates that first quarter earnings will be slightly profitable, reflecting cautious spending on access equipment by rental companies in the U.S.
Oshkosh Corporation Declares Cash Dividend for Fourth Quarter of Fiscal 2015, Payable on November 30, 2015
Oct 29 15
Oshkosh Corporation declared a quarterly cash dividend for fourth quarter of fiscal 2015 of $0.19 per share of Common Stock. The dividend, increased by approximately 12% from the previous dividend, will be payable on November 30, 2015 to shareholders of record as of November 16, 2015.