UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2016
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UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 1-812 | 06-0570975 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10 Farm Springs Road
Farmington, Connecticut 06032-2568
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
(860) 728-7000
N/A
(Former name or former address, if changed since last report)
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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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 - Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (d) | On December 14, 2016, the Board of Directors of United Technologies Corporation (the “Company”), elected Diane M. Bryant as a director of the Company, effective as of January 1, 2017. In connection with Ms. Bryant’s election, the Board increased its size from 14 to 15 directors, effective as of January 1, 2017, and she will join the Board to fill the resulting vacancy. |
The Board has determined that Ms. Bryant is an independent director under the New York Stock Exchange listing standards and the Company's independence guidelines, as set forth in its Corporate Governance Guidelines.
Ms. Bryant will participate in the compensation program for non-employee directors as described on pages 22 and 23 of the Company’s Proxy Statement for its Annual Meeting of Shareowners held on April 25, 2016 (filed with the Securities and Exchange Commission on March 15, 2016).
The Board has appointed Ms. Bryant to the Audit Committee and Finance Committee of the Board.
A copy of the Company’s press release announcing the election of Ms. Bryant is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Exhibit Description |
| 99.1 | Press release, dated December 14, 2016, issued by the Company. |
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.
| UNITED TECHNOLOGIES CORPORATION | ||
| (Registrant) | ||
| Date: December 14, 2016 | By: | /S/ PETER J. GRABER-LIPPERMAN |
| Peter J. Graber-Lipperman | ||
Corporate Vice President, Secretary and Associate General Counsel | ||
EXHIBIT INDEX
Exhibit Number | Exhibit Description |
| 99.1 | Press release, dated December 14, 2016, issued by the Company. |