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 29, 2019
____________________________________ 
UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________ 
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
(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)
____________________________________ 
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.    ¨




Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock ($1 par value)
UTX
 
New York Stock Exchange
(CUSIP 913017 10 9)
 
 
 
1.125% Notes due 2021
UTX 21D
 
New York Stock Exchange
(CUSIP 913017 CD9)
 
 
 
1.250% Notes due 2023
UTX 23
 
New York Stock Exchange
(CUSIP U91301 AD0)
 
 
 
1.150% Notes due 2024
UTX 24A
 
New York Stock Exchange
(CUSIP 913017 CU1)
 
 
 
1.875% Notes due 2026
UTX 26
 
New York Stock Exchange
(CUSIP 913017 CE7)
 
 
 
2.150% Notes due 2030
UTX 30
 
New York Stock Exchange
(CUSIP 913017 CV9)
 
 
 
Floating Rate Notes due 2019
UTX 19C
 
New York Stock Exchange
(CUSIP 913017 CS6)
 
 
 
Floating Rate Notes due 2020
UTX 20B
 
New York Stock Exchange
(CUSIP 913017 CT4)
 
 
 







 
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
United Technologies Corporation (“UTC” or "Company") held its 2019 Annual Meeting of Shareowners on April 29, 2019. As of February 28, 2019, the record date for the meeting, 862,332,297 shares of UTC common stock were issued and outstanding. A quorum of 775,594,061 shares of common stock was present or represented at the meeting.
The shareowners voted on the following matters and cast their votes as described below.
1)
Election of Directors. The following individuals were elected to serve as directors for a term expiring at the 2020 Annual Meeting of Shareowners or upon the election and qualification of their successors. The voting results for each of the nominees are as follows:
Nominee
Votes
For
Votes
Against
Abstentions
Broker Non-Votes
Lloyd J. Austin III
667,748,004

2,164,347

912,460

104,769,250

Diane M. Bryant
668,142,442

1,851,160

831,209

104,769,250

John V. Faraci
612,487,578

57,441,269

895,964

104,769,250

Jean-Pierre Garnier
641,973,940

27,599,259

1,251,612

104,769,250

Gregory J. Hayes
648,704,840

19,413,833

2,706,138

104,769,250

Christopher J. Kearney
668,112,482

1,823,070

889,259

104,769,250

Ellen J. Kullman
656,662,653

13,171,438

990,720

104,769,250

Marshall O. Larsen
659,052,719

10,904,225

867,867

104,769,250

Harold W. McGraw III
660,660,798

8,875,362

1,288,651

104,769,250

Margaret L. O'Sullivan
667,423,233

2,038,957

1,362,621

104,769,250

Denise L. Ramos
668,103,277

1,906,886

814,648

104,769,250

Fredric G. Reynolds
655,324,197

14,456,155

1,044,459

104,769,250

Brian C. Rogers
664,536,577

5,396,585

891,649

104,769,250

2) A proposal that shareowners approve, on an advisory basis, the compensation of UTC’s named executive officers. The proposal was approved and the voting results are as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
643,510,519
24,992,494
2,321,798
104,769,250
3) A proposal to appoint PricewaterhouseCoopers LLP, a firm of independent registered public accountants, to serve as UTC's Independent Auditor for 2019 until the next Annual Meeting in 2020. The proposal was approved and the voting results are as follows:
Votes For
Votes Against
Abstentions
753,668,107
20,952,194
973,760
4) A proposal that shareowners approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate Article Ninth, which requires a supermajority voting standard for the approval of certain business combination transactions. The proposal was not approved because the requisite 80% of the outstanding shares did not vote in favor of the proposal. The voting results are as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
662,515,053
6,599,335
1,710,423
104,769,250





5) A proposal that shareowners ratify the 15% special meeting ownership threshold in the Company's Bylaws. The proposal was approved and the voting results are as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
663,155,515
5,620,448
2,048,848
104,769,250
























































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: May 2, 2019
By:
/S/ P ETER  J. G RABER -L IPPERMAN
 
 
Peter J. Graber-Lipperman
 
 
Corporate Vice President, Secretary and Associate General Counsel