UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2022
EATON CORPORATION plc
|
| (Exact name of registrant as specified in its charter) |
Ireland
| | 000-54863
| | 98-1059235
|
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| Eaton House, 30 Pembroke Road, Dublin 4, Ireland | | D04 Y0C2
|
| (Address of principal executive offices) | | (Zip Code) |
| | +353 1637 2900 | |
| | (Registrant’s telephone number, including area code) | |
| | Not applicable | |
| | (Former name or former address, if changed since last report.) | |
Check the appropriate box below if the Form 8-K 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Ordinary shares ($0.01 par value)
| | ETN
| | New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 27, 2022, the registrant adopted a revised form Change of Control Agreement and, as a result, entered into new Change of Control Agreements with each of the Named Executive Officers and other eligible officers (the “New Agreements”). The New Agreements supersede and replace the prior Change of Control Agreements previously in effect (the “Prior Agreements”) between the Company and such officers. Like the Prior Agreements, the New Agreements provide for payments and benefits in the event of a termination of employment in the context of a change of control of the registrant. The New Agreements remove certain fringe benefits and expand the definition of Cause (as defined therein) to include (i) pleading guilty or nolo contendere to, or being convicted of any felony or any crime involving moral turpitude, dishonesty, fraud or unethical business conduct; (ii) a material violation of the Code of Ethics or other applicable policies or procedures; and (iii) willful misconduct which is materially detrimental to the financial condition or business reputation of the company.
The summary of the New Agreements set forth above in this Form 8-K is qualified in its entirety by reference to the full text of the form of Change of Control Agreement filed herewith as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a)(b) At the Annual General Meeting of Shareholders of the Company held on April 27, 2022, the items listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in the Company’s Proxy Statement for the 2022 Annual General Meeting of Shareholders. Each of the items was approved by the shareholders. The voting results for each proposal are set forth below.
Item 1 – Electing the ten director nominees named in the proxy statement.
Each of the following individuals was elected as a director, based on the voting results shown below, to serve until the 2023 Annual General Meeting of Shareholders or until his or her successor is duly elected and qualified:
| Director | | For | | Against | | Abstain | | Broker Non-Votes |
| Craig Arnold | | 293,121,661 | | 24,652,045 | | 1,372,478 | | 35,690,236 |
| Christopher M. Connor | | 298,728,862 | | 19,586,245 | | 831,077 | | 35,690,236 |
| Olivier Leonetti | | 316,167,396 | | 2,355,406 | | 623,382 | | 35,690,236 |
| Deborah L. McCoy | | 302,389,523 | | 15,956,994 | | 799,667 | | 35,690,236 |
| Silvio Napoli | | 311,471,520 | | 6,978,143 | | 696,521 | | 35,690,236 |
| Gregory R. Page | | 280,485,579 | | 37,861,928 | | 798,677 | | 35,690,236 |
| Sandra Pianalto | | 316,112,801 | | 2,477,399 | | 555,984 | | 35,690,236 |
| Robert V. Pragada | | 313,200,087 | | 5,190,640 | | 755,457 | | 35,690,236 |
| Lori J. Ryerkerk | | 311,988,628 | | 6,475,331 | | 682,225 | | 35,690,236 |
| Gerald B. Smith | | 309,103,257 | | 9,094,494 | | 948,433 | | 35,690,236 |
| Dorothy C. Thompson | | 307,106,190 | | 6,631,869 | | 5,408,125 | | 35,690,236 |
| Darryl L. Wilson | | 312,528,575 | | 5,660,161 | | 957,448 | | 35,690,236 |
Item 2 – Appointment of Ernst & Young LLP as independent auditor for 2022 and authorizing the Audit Committee of the Board of Directors to set its remuneration.
| For | | Against | | Abstain |
| 339,295,646 | | 14,990,296 | | 550,478 |
Item 3 – Advisory approval of the Company’s executive compensation.
| For | | Against | | Abstain | | Broker Non-Votes |
| 295,069,823 | | 22,831,549 | | 1,244,812 | | 35,690,236 |
Item 4 – Grant of Board authority to issue shares under Irish law.
| For | | Against | | Abstain |
| 344,092,783 | | 9,785,860 | | 957,777 |
Item 5 - Grant of Board authority to opt-out of pre-emption rights under Irish law.
| For | | Against | | Abstain |
| 345,488,781 | | 7,364,562 | | 1,983,077 |
Item 6 – Authorization to the Company and or any subsidiary of the Company to make overseas market purchases of Company shares.
| For | | Against | | Abstain |
| 347,395,345 | | 6,313,665 | | 1,127,410 |
Item 7 – Approval of a capitalization and related capital reduction to create distributable reserves under Irish law.
| For | | Against | | Abstain |
| 351,057,375 | | 1,943,192 | | 1,835,853 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Form Change of Control Agreement between Eaton Corporation plc and each officer thereof |
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.
| | Eaton Corporation plc |
| | |
| Date: April 27, 2022 | /s/ April Miller Boise |
| | April Miller Boise Executive Vice President and Chief Legal Officer |
