Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 20, 2019, Milacron Holdings Corp., a Delaware corporation (the "Company"), held a special meeting of stockholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, among Hillenbrand, Inc. an Indiana corporation ("Hillenbrand"), Bengal Delaware Holding Corporation, a Delaware corporation and a wholly owned subsidiary of Hillenbrand ("Merger Sub"), and the Company, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Hillenbrand (the "Merger").

As of October 18, 2019, the record date for the Special Meeting, there were 70,495,009 shares of Company common stock outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 52,597,305 shares of Company common stock, representing approximately 74.61% of the outstanding shares entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.

At the Special Meeting, Company stockholders considered three proposals, each of which is described in more detail in a definitive proxy statement filed by the Company with the Securities and Exchange Commission on October 18, 2019. The final results regarding each proposal are set forth below.

Proposal No. 1: Approval of the Proposal to Adopt the Merger Agreement

The Company's stockholders approved the proposal to adopt the Merger Agreement, and approve the Merger contemplated thereby (the "Merger Proposal"). The Merger Proposal was approved by the requisite vote of the Company's stockholders. The voting results for the Merger Proposal were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 52,576,634 19,598 1,073

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Proposal No. 2: Approval of the Non-Binding, Advisory Merger-Related Compensation Proposal

The Company's stockholders approved, by non-binding, advisory vote, compensation arrangements that may be paid or become payable to the Company's named executive officers in connection with the Merger (the "Merger-Related Compensation Proposal"). The Merger-Related Compensation Proposal was approved by the requisite vote of the Company's stockholders. The voting results for the Merger-Related Compensation Proposal were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 51,924,683 652,972 19,650

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Proposal No. 3: Adjournment of the Special Meeting

The Company's stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve of the Merger Proposal (the "Adjournment Proposal"). The Adjournment Proposal was approved by the requisite vote of the Company's stockholders. The voting results for the Adjournment Proposal were as follows:



Votes For    Votes Against   Abstentions   Broker Non-Votes
48,983,851     3,612,844         610              -


Item 8.01. Other Events.


Press Release

On November 20, 2019, the Company issued a press release announcing stockholder approval of the Merger Proposal, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith.



 Exhibit
   No.         Description

   99.1          Press release, dated November 20, 2019

   104         The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
               (included as Exhibit 101).

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