Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2021
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 28, 2021, 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 2021 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 2022 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
292,532,718
24,534,284
1,273,974
36,238,398
Christopher M. Connor
301,337,057
16,247,756
756,163
36,238,398
Olivier Leonetti
312,678,065
4,711,687
951,224
36,238,398
Deborah L. McCoy
304,545,664
13,117,977
677,335
36,238,398
Silvio Napoli
312,373,770
5,009,463
957,743
36,238,398
Gregory R. Page
284,101,953
33,255,544
983,479
36,238,398
Sandra Pianalto
312,409,310
5,266,546
665,120
36,238,398
Lori J. Ryerkerk
314,267,945
3,413,988
659,043
36,238,398
Gerald B. Smith
312,157,290
5,161,400
1,022,286
36,238,398
Dorothy C. Thompson
306,379,737
4,948,197
7,013,042
36,238,398
Item 2 – Appointment of Ernst & Young LLP as independent auditor for 2021 and authorizing the Audit Committee of the Board of Directors to set its remuneration.
For
Against
Abstain
336,714,522
17,349,477
515,375
Item 3 – Advisory approval of the Company’s executive compensation.
For
Against
Abstain
Broker Non-Votes
293,379,587
23,485,570
1,475,819
36,238,398
Item 4 – Grant of Board authority to issue shares under Irish law.
For
Against
Abstain
346,018,791
7,581,354
979,229
Item 5 – Grant of Board authority to opt-out of pre-emption rights under Irish law.
For
Against
Abstain
348,155,594
4,077,441
2,346,339
Item 6 – Authorization to the Company and or any subsidiary of the Company to make overseas market purchases of Company shares.
For
Against
Abstain
348,255,328
5,204,524
1,119,522
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.
