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Hill-Rom Announces Corporate Governance Enhancements
Date:10/6/2009

ticles require a supermajority shareholder vote for the removal of directors and for the amendment of the sections of the Articles dealing with the Board.
  • Adoption of Executive Compensation Recoupment Policy. Under the Policy, effective in December 2009, all performance-based compensation and trading profits for executive officers (i.e., officers subject to Section 16 of the Securities Exchange Act of 1934) would be subject to recoupment by the Company in the event there is a material restatement of financial results due to misconduct of the individual executive officer(s) from whom recoupment is sought. The Policy, which applies prospectively, gives the Board's Compensation and Management Development Committee discretion to determine whether and to what extent to seek recoupment under the Policy based on specific facts and circumstances.
  • Implementation of "Say on Pay" Policy. The Board approved the submission to a shareholder vote at the 2010 annual meeting a policy that, if approved by shareholders, would in future years provide shareholders an annual non-binding advisory vote on the Company's overall executive compensation philosophy, policies and procedures, and the compensation decisions made by the Board with regard to executive performance.

"The decisions to implement these enhancements reflect Hill-Rom's ongoing commitment to good corporate governance and transparency," said Rolf A. Classon, Hill-Rom's Board Chairman and an independent director. "We believe these governance enhancements, which are consistent with best practices, are in the best interests of both our company and our shareholders."

Complete information concerning these enhancements can be found in the Company's Form 8-K filed with the Securities and Exchange Commission on October 6, 2009. If the amendments to the Company's Articles of Incorporation described above are approved by sha
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SOURCE Hill-Rom Holdings, Inc.
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