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)
 
☐
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 5.07
Submission of Matters to a Vote of Security Holders.

(a)(b) At the Annual General Meeting of Shareholders of the Company held on April 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