--- schema_version: "secwatch.filing_event.v1" accession: "0000091142-23-000056" form_type: "8-K" ticker: "AOS" cik: "0000091142" company_name: "SMITH A O CORP" filed_at: "2023-04-17T23:59:59+00:00" generated_at: "2026-06-17T01:42:59.783518+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # A. O. Smith shareholders elect directors, approve compensation, set say-on-pay annually ## Summary - All 12 directors elected; Class A directors near-unanimous. Common directors Brown (69.9M withheld) and Wolf (19.9M withheld) saw significant opposed votes. - Advisory vote to approve named executive officer compensation passed: 33.9M For, 1.9M Against. - Ratification of Ernst & Young as independent auditor ratified: 35.5M For, 1.1M Against. - Say-on-frequency set to every year (35.6M votes). Shareholder proposal on workplace inclusion rejected (3.2M For, 32.6M Against). ## SEC filing metadata - accession: 0000091142-23-000056 - form_type: 8-K - ticker: AOS - cik: 0000091142 - company_name: SMITH A O CORP - filed_at: 2023-04-17T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/91142/000009114223000056/0000091142-23-000056-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/91142/000009114223000056/aos-20230411.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000091142-23-000056 - JSON: https://secwatch.observer/filing/0000091142-23-000056.json - Plain text: https://secwatch.observer/filing/0000091142-23-000056.txt ## Key facts - Shareholder Votes SMITH A O CORP shareholders approved Election of Common Stock Directors at the 2023-04-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-11 source text: Common Stock Directors For Authority Withheld Broker Non-Vote Ronald D. Brown 35,603,689 69,873,911 7,107,303 Earl E. Exum 103,739,272 1,738,328 7,107,303 Michael M. Larsen 103,745,440 1,732,160 7,107,303 Idelle K. Wolf 85,601,819 19,875,781 7,107,303 evidence_url: https://www.sec.gov/Archives/edgar/data/91142/000009114223000056/0000091142-23-000056-index.htm - Shareholder Votes SMITH A O CORP shareholders approved Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-04-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-11 source text: 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, 2023, were as follows: Total Votes For 35,494,128 Against 1,067,112 Abstain 7,341 Broker Non-Votes 0 evidence_url: https://www.sec.gov/Archives/edgar/data/91142/000009114223000056/0000091142-23-000056-index.htm - Shareholder Votes SMITH A O CORP shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-04-11 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-04-11 source text: The advisory voting results on whether the Company will conduct future advisory votes on the compensation of our named executive officers every year, every two years or every three years were as follows: Total Votes One Year 35,571,654 Two Years 43,728 Three Years 223,926 Abstain 18,543 Broker Non-Votes 710,730 evidence_url: https://www.sec.gov/Archives/edgar/data/91142/000009114223000056/0000091142-23-000056-index.htm - Shareholder Votes SMITH A O CORP shareholders approved Election of Class A Common Stock Directors at the 2023-04-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-11 source text: A. O. Corporation (the “Company”) held its Annual Meeting of Stockholders on April 11, 2023, 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, 2023, to hold an advisory vote whether the Company will conduct future advisory votes on the compensation of our named executive officers every year, every two years or every three years and to consider a stockholder proposal requesting a Board report assessing inclusion in our workplace. evidence_url: https://www.sec.gov/Archives/edgar/data/91142/000009114223000056/0000091142-23-000056-index.htm - Shareholder Votes SMITH A O CORP shareholders approved Advisory vote to approve the compensation of our named executive officers at the 2023-04-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-11 source text: The advisory voting results for the approval of the compensation of our named executive officers were as follows: Total Votes For 33,897,467 Against 1,944,269 Abstain 16,115 Broker Non-Votes 710,730 evidence_url: https://www.sec.gov/Archives/edgar/data/91142/000009114223000056/0000091142-23-000056-index.htm - Shareholder Votes SMITH A O CORP shareholders rejected Stockholder proposal requesting a Board report assessing inclusion in our workplace at the 2023-04-11 meeting. - Outcome: failed - Meeting: 2023-04-11 source text: The voting results for a stockholder proposal requesting a Board report assessing inclusion in our workplace were as follows: Total Votes For 3,223,288 Against 32,569,877 Abstain 64,686 Broker Non-Votes 710,730 evidence_url: https://www.sec.gov/Archives/edgar/data/91142/000009114223000056/0000091142-23-000056-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.