Hillenbrand (HI) investors back merger and advisory pay proposals at special meeting

Rhea-AI Filing Summary

Hillenbrand, Inc. reported the results of a special shareholder meeting held on January 8, 2026 to vote on its previously announced merger with affiliates of Lone Star Fund XII. Shareholders approved the Agreement and Plan of Merger among Hillenbrand, LSF12 Helix Parent, LLC, and LSF12 Helix Merger Sub, Inc., with 58,533,478 votes for, 353,769 against, and 47,809 abstentions.

Shareholders also approved, on an advisory basis, the merger-related compensation for Hillenbrand’s named executive officers, with 52,525,941 votes for, 6,165,726 against, and 243,389 abstentions. A proposal to permit adjournment of the meeting, if needed to solicit additional proxies, received 54,819,736 votes for, 3,051,176 against, and 1,064,144 abstentions. The company noted that completing the merger still depends on satisfying or waiving customary closing conditions, including required regulatory approvals.

Insights

M&A and corporate governance analyst

Shareholders strongly approved Hillenbrand’s merger agreement and related pay, but closing still awaits regulatory and other customary conditions.

Hillenbrand disclosed that shareholders approved the merger agreement with affiliates of Lone Star Fund XII by a wide margin, with 58,533,478 votes in favor versus 353,769 against. This indicates broad support among voting shareholders for the plan to merge Hillenbrand with LSF12 Helix Merger Sub, Inc., leaving Hillenbrand as a wholly owned subsidiary of LSF12 Helix Parent, LLC.

The advisory vote on merger-related executive compensation also passed, with 52,525,941 votes for and 6,165,726 against, signaling acceptance of the disclosed pay arrangements tied to the transaction. Shareholders further backed the adjournment authority proposal, though the company did not indicate that an adjournment was required. The company emphasized that completion of the merger remains contingent on customary closing conditions, including obtaining required regulatory approvals, so the actual closing timing and outcome depend on those external processes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 8, 2026

HILLENBRAND, INC.

(Exact name of registrant as specified in its charter)

Indiana	1-33794	26-1342272
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Batesville Boulevard
Batesville, Indiana		47006
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (812) 931-5000

Not Applicable

(Former name or former address, if changed since last report.)

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. of Form 8-K):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(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, without par value		HI		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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

On January 8, 2026, Hillenbrand, Inc., an Indiana corporation (“Hillenbrand”), held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of October 14, 2025 (the “Merger Agreement”), among Hillenbrand, LSF12 Helix Parent, LLC, a Delaware limited liability company (“Parent”), and LSF12 Helix Merger Sub, Inc., an Indiana corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Lone Star Fund XII, L.P. The Merger Agreement provides for, among other things, on the terms and subject to the conditions therein, the merger of Merger Sub with and into Hillenbrand (the “Merger”), with Hillenbrand surviving the Merger as a wholly owned subsidiary of Parent.

As of the close of business on November 28, 2025, the record date for the Special Meeting (the “Record Date”), there were 70,508,655 shares of Hillenbrand common stock outstanding and entitled to vote at the Special Meeting. Each share of Hillenbrand common stock outstanding as of the close of business on the Record Date was entitled to one vote on each matter voted on at the Special Meeting. At the Special Meeting, the holders of record of 58,935,056 shares, or 83.58%, of Hillenbrand common stock entitled to vote at the Special Meeting (thus holding a majority of the votes entitled to be cast at the Special Meeting) were present in person or by proxy, constituting a quorum for the purpose of conducting business at the Special Meeting.

At the Special Meeting, the following proposals were considered: a proposal to approve the Merger Agreement (the “Merger Agreement Proposal”); a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Hillenbrand’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and a proposal to approve any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”). For more information on each of these proposals, see Hillenbrand’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 1, 2025. The final voting results for each proposal at the Special Meeting are as follows:

1. Merger Agreement Proposal

For		Against		Abstain		Broker Non-Votes
58,533,478		353,769		47,809		0

2. Compensation Proposal

For		Against		Abstain		Broker Non-Votes
52,525,941		6,165,726		243,389		0

3. Adjournment Proposal

For		Against		Abstain		Broker Non-Votes
54,819,736		3,051,176		1,064,144		0

Completion of the Merger remains subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.

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.

Date: January 8, 2026	HILLENBRAND, INC.
	By:	/s/ Nicholas R. Farrell
		Nicholas R. Farrell
		Senior Vice President, General Counsel, and Secretary

FAQ

What did Hillenbrand (HI) shareholders decide at the January 8, 2026 special meeting?

Shareholders approved the Agreement and Plan of Merger among Hillenbrand, LSF12 Helix Parent, LLC, and LSF12 Helix Merger Sub, Inc., with 58,533,478 votes for, 353,769 against, and 47,809 abstentions.

How many Hillenbrand (HI) shares were entitled to vote at the special meeting?

As of the November 28, 2025 record date, there were 70,508,655 shares of Hillenbrand common stock outstanding and entitled to one vote per share at the special meeting.

What was the shareholder turnout and quorum for Hillenbrands special meeting?

Holders of record of 58,935,056 shares, or 83.58% of the common stock entitled to vote, were present in person or by proxy, which constituted a quorum for conducting business.

Did Hillenbrand (HI) shareholders approve merger-related executive compensation?

Yes. The advisory Compensation Proposal related to payments to named executive officers in connection with the merger received 52,525,941 votes for, 6,165,726 against, and 243,389 abstentions.

What were the voting results on the proposal to adjourn Hillenbrands special meeting if needed?

The Adjournment Proposal received 54,819,736 votes for, 3,051,176 against, and 1,064,144 abstentions, authorizing adjournment if necessary to solicit additional proxies.

Is Hillenbrands merger with LSF12 Helix Parent, LLC completed after this vote?

No. Hillenbrand stated that completion of the merger remains subject to satisfying or waiving customary closing conditions, including receipt of required regulatory approvals.