United Technologies Corporation
United Technologies Building
1 Financial Plaza
Hartford, CT 06101
Office of the Corporate Secretary
February 25, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Supplemental Information Regarding United Technologies Corporation |
Definitive Proxy Statement on Schedule 14A Filed February 25, 2011
File No. 001-00812
Ladies and Gentlemen:
On behalf of United Technologies Corporation (“UTC”), this letter is being submitted in order to provide the Commission with supplemental information concerning UTC’s definitive proxy statement filed today, as required by Instruction 5 to Schedule 14A, Item 10(c) (“Instruction 5”).
In its definitive proxy statement, UTC seeks shareowner approval for an amendment to its 2005 Long-Term Incentive Plan, including an increase in the number of shares of UTC Common Stock available for equity-based awards under the Plan.
Instruction 5 states that “[t]he Commission shall be informed, as supplemental information, when the proxy statement is first filed, as to when the options, warrants or rights and shares called for thereby will be registered under the Securities Act . . . .”
Accordingly, we supplementally advise you that if the proposed amendment is approved by shareowners at UTC’s Annual Meeting on April 13, 2011, UTC plans to file a registration statement with respect to the additional shares as soon as reasonably practicable thereafter.
If the Staff should have any questions regarding this matter or require any further information, please call the undersigned at (860) 728-7836.
Sincerely,
/s/ Charles F. Hildebrand
Charles F. Hildebrand
Associate General Counsel and Assistant Secretary