filings.toolsEaton 8-K 2023-04-26
Filed 2023-05-01. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON
Form 8-K
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 26, 2023
| 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 5.07 | Submission of Matters to a Vote of Security Holders. |
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(a)(b) At the Annual General Meeting of Shareholders of the Company held on April 26, 2023, 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 2023 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 2024 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 | 298,886,864 | 19,825,658 | 1,142,166 | 37,822,693 | ||||
| Olivier Leonetti | 317,302,134 | 1,836,763 | 715,791 | 37,822,693 | ||||
| Silvio Napoli | 314,313,507 | 4,798,244 | 742,937 | 37,822,693 | ||||
| Gregory R. Page | 287,041,629 | 31,532,145 | 1,280,914 | 37,822,693 | ||||
| Sandra Pianalto | 317,284,837 | 1,847,154 | 722,697 | 37,822,693 | ||||
| Robert V. Pragada | 313,667,975 | 5,445,543 | 741,170 | 37,822,693 | ||||
| Lori J. Ryerkerk | 309,570,014 | 9,607,173 | 677,501 | 37,822,693 | ||||
| Gerald B. Smith | 309,143,703 | 9,949,455 | 761,530 | 37,822,693 | ||||
| Dorothy C. Thompson | 313,093,719 | 6,072,012 | 688,957 | 37,822,693 | ||||
| Darryl L. Wilson | 313,067,557 | 6,065,627 | 721,504 | 37,822,693 |
Item 2 – Appointment of Ernst & Young LLP as independent auditor for 2023 and authorizing the Audit Committee of the Board of Directors to set its remuneration.
| For | Against | Abstain | ||
|---|---|---|---|---|
| 340,480,228 | 16,340,904 | 856,249 |
Item 3 – Advisory approval of the Company’s executive compensation (“Say on Pay Vote”).
| For | Against | Abstain | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| 295,370,492 | 22,022,248 | 2,461,948 | 37,822,693 |
Item 4 – Advisory recommendation of whether a shareholder vote to approve the compensation of our named executive officers should be held every one, two or three years (“Say on Frequency Vote”).
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| 313,306,267 | 907,591 | 4,746,417 | 894,413 | 37,822,693 |
Item 5 – Grant of Board authority to issue shares under Irish law.
| For | Against | Abstain | ||
|---|---|---|---|---|
| 347,954,616 | 8,712,125 | 1,010,640 |
Item 6 - Grant of Board authority to opt-out of pre-emption rights under Irish law.
| For | Against | Abstain | ||
|---|---|---|---|---|
| 346,388,965 | 9,803,439 | 1,484,977 |
Item 7 – Authorization to the Company and or any subsidiary of the Company to make overseas market purchases of Company shares.
| For | Against | Abstain | ||
|---|---|---|---|---|
| 349,470,712 | 6,562,210 | 1,644,459 |
(d) The Board has determined, in light of the 2023 Say on Frequency Vote, to adopt a one-year frequency for future Say on Pay Votes until the next such vote is submitted to shareholders.
SIGNATURE
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 26, 2023 | /s/ Taras G. Szmagala |
| Taras G. Szmagala, Executive Vice President and Chief Legal Officer |