Hillenbrand (NYSE:HI) shareholders approved three proposals at a special meeting held Jan. 8, 2026, including the company’s merger agreement related to a proposed acquisition by an affiliate of Lone Star Funds. The meeting was led by board chairperson Helen Cornell and conducted via remote communication.
Meeting purpose and structure
Cornell said the purpose of the special meeting was “to consider and act on matters relating to the proposed acquisition of Hillenbrand by an affiliate of Lone Star Funds.” She noted that the agenda and rules of conduct were available through links on the special meeting website, and that shareholders could submit questions relevant to the meeting’s business through an online portal.
Attendees and voting mechanics
Cornell introduced board members attending remotely: Gary Collar, Joy Greenway, Dan Hillenbrand, Joe Lower, Neil Novich, Dennis Pullin, Jennifer Rumsey, Inderpreet Sawhney, Stuart Taylor, and Kim Ryan. She also introduced Senior Vice President, General Counsel, and Secretary Nick Farrell.
Farrell reported that the board set Nov. 28, 2025 as the record date for determining shareholders entitled to vote at the meeting. He said notice of the meeting was mailed on or about Dec. 1, 2025 to shareholders of record. He added that an official shareholder list was available for inspection during the meeting via a link on the meeting website.
Farrell said Hillenbrand designated Gregory Malatia as inspector of election and reported that, as of the record date, the company had 70,508,655 shares of common stock issued and outstanding. Based on a preliminary count before the meeting, Farrell said holders of at least 58,927,708 shares—about 83.57% of outstanding shares entitled to vote—were present in person by remote communication or by proxy, establishing a quorum.
Proposals presented to shareholders
Cornell said there were three items of business, each described in the proxy statement, and that shareholders could vote through the special meeting website. The board recommended shareholders vote “for” each of the proposals.
- Merger agreement proposal: Approval of the agreement and plan of merger dated Oct. 14, 2025, by and among Hillenbrand, LSF12 Helix Parent LLC, and LSF12 Helix Merger Sub, Inc.
- Compensation proposal: An advisory (non-binding) vote to approve 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 related transactions.
- Adjournment proposal: Authorization to adjourn the meeting if necessary or appropriate to solicit additional proxies in the event of insufficient votes to approve the merger agreement proposal.
Q&A and preliminary results
As part of the agenda, the company opened a window for questions relevant to the business of the meeting, with Farrell designated to read questions submitted online. Farrell said there were no questions at that time.
After a brief pause to allow shareholders to vote or change votes, Cornell closed the polls and announced preliminary results based on a preliminary tabulation by the inspector of election. Cornell said all three proposals were approved: the merger agreement proposal, the compensation proposal, and the adjournment proposal.
Cornell emphasized that the results were preliminary and that final vote totals would be included in the inspector of election’s final report filed with the meeting minutes. She also said final results would be reported in a Current Report on Form 8-K to be filed with the SEC. With no further business, Cornell adjourned the meeting.
About Hillenbrand (NYSE:HI)
Hillenbrand, Inc, headquartered in Batesville, Indiana, is a global industrial company specializing in engineered equipment and process solutions. Through its Coperion division, Hillenbrand designs and manufactures compounding and extrusion systems, polymer and food processing equipment, bulk material handling technologies and associated automation. These offerings support a variety of end markets, including plastics, chemicals, food, pharmaceutical and minerals, helping customers optimize production efficiency and product quality.
Tracing its roots to the Batesville Casket Company founded in 1906, the organization evolved through strategic acquisitions and expanded its focus on process technologies.
