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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 21, 2020

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 21, 2020, the Compensation and Organization Committee of the Board of Directors took action to reduce the second quarter base salary of all officers, including each of the Named Executive Officers.  The reductions will have retroactive effect to April 1, 2020 and range from approximately 25% for certain NEOs to approximately 50% for Craig Arnold, Chairman and Chief Executive Officer. 

On April 22, 2020, the Board of Directors took action to reduce the second quarter cash retainer for all non-employee directors by 50% to $18,750. The Board directed that the unpaid portion of the second quarter retainer be designated to assist Eaton employees in a manner to be determined by management.

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 22, 2020, 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 2020 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 twelve 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 2021 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
 
293,183,644
 
25,298,592
 
1,963,697

 
40,072,790
Christopher M. Connor
 
305,460,334
 
14,025,056
 
960,543

 
40,072,790
Michael J. Critelli
 
305,849,005
 
13,619,874
 
977,054

 
40,072,790
Richard H. Fearon
 
280,374,259
 
39,116,316
 
955,358

 
40,072,790
Olivier Leonetti
 
317,503,116
 
1,956,545
 
986,272

 
40,072,790
Deborah L. McCoy
 
308,202,022
 
11,331,750
 
912,161

 
40,072,790
Silvio Napoli
 
315,726,363
 
3,715,424
 
1,004,146

 
40,072,790
Gregory R. Page
 
301,811,759
 
17,604,542
 
1,029,632

 
40,072,790
Sandra Pianalto
 
316,201,071
 
3,340,356
 
904,506

 
40,072,790
Lori J. Ryerkerk
 
317,549,571
 
1,931,383
 
964,979

 
40,072,790
Gerald B. Smith
 
317,251,848
 
2,143,104
 
1,050,981

 
40,072,790
Dorothy C. Thompson
 
313,592,477
 
2,811,614
 
4,041,842

 
40,072,790

Item 2 - Approving a proposed 2020 Stock Plan.
For
 
Against
 
Abstain
 
Broker Non-Votes
300,272,185
 
18,824,228
 
1,349,520
 
40,072,790

Item 3 - Appointment of Ernst & Young LLP as independent auditor for 2020 and authorizing the Audit Committee of the Board of Directors to set its remuneration.
For
 
Against
 
Abstain
342,035,738
 
17,610,811
 
872,174
 
Item 4 - Advisory approval of the Company’s executive compensation.
For
 
Against
 
Abstain
 
Broker Non-Votes
298,606,085
 
19,899,178
 
1,940,670
 
40,072,790

Item 5 - Grant of Board authority to issue shares under Irish law.




For
 
Against
 
Abstain
348,746,954
 
10,215,447
 
1,556,322

Item 6 - Grant of Board authority to opt-out of pre-emption rights under Irish law.
For
 
Against
 
Abstain
350,999,207
 
6,804,199
 
2,715,317

Item 7 - Authorization to the Company and or any subsidiary of the Company to make overseas market purchases of Company shares.
For
 
Against
 
Abstain
348,520,474
 
9,635,143
 
2,363,106











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 23, 2020
By:
/s/ Nigel Crawford
 
 
 
Nigel Crawford
 
 
 
Vice President and Secretary