Date of report (Date of earliest event reported): October 22, 2021
PARKER-HANNIFIN CORPORATION
(Exact Name of Registrant as Specified in Charter)
Ohio
1-4982
34-0451060
(State or other jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
6035 Parkland Boulevard, Cleveland, Ohio
44124-4141
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (216) 896-3000
Not Applicable
(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:
☐ 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
Common Shares, $.50 par value
PH
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 (§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. ☐
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 22, 2021, in connection with its previously announced proposed acquisition of Meggitt PLC (the “Acquisition”), Parker-Hannifin Corporation (the “Company”) increased its outstanding commercial paper obligations in an aggregate amount of $2,126 million under its previously established commercial paper program. The net proceeds of the commercial paper and cash on hand were deposited in an escrow account designated for the purpose of the Acquisition, which decreased the funds available under the bridge loan credit agreement, dated August 2, 2021, among the Company, Citibank, N.A., as administrative agent, and certain financial institutions parties thereto, to £3,200 million. As of October 22, 2021, the Company’s aggregate outstanding commercial paper had an average weighted interest rate of 0.33% and had a weighted average maturity of 63 days. The Company’s commercial paper is issued in $250,000 minimum denominations at par less a discount representing an interest factor or, if interest bearing, at par, with interest established based upon market conditions and credit ratings in effect at the time of issuance. The commercial paper is not subject to voluntary prepayment or redemption prior to maturity. The commercial paper ranks equally with all of the Company’s other unsecured and unsubordinated indebtedness. The Company’s commercial paper is subject to certain event of default provisions, including those related to non-payment of principal or interest when due and certain events of bankruptcy or insolvency.
The commercial paper will not be, and has not been, registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws and may not be offered, reoffered or sold in the United States, or elsewhere, absent registration or applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of the commercial paper in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 27, 2021, at the 2021 Annual Meeting of Shareholders (the "2021 Annual Meeting") of the Company, the Company's shareholders considered three proposals, each of which is described more fully in the Company’s definitive proxy statement for the 2021 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of the Company’s shareholders at the 2021 Annual Meeting.
Proposal 1. The shareholders elected the following Directors for a term expiring at the Annual Meeting of Shareholders in 2022, as follows:
Nominees
For
Against
Abstentions
Broker Non-Votes
Lee C. Banks
99,750,522
2,635,577
296,008
9,376,142
Jillian C. Evanko
90,705,071
11,718,730
258,306
9,376,142
Lance M. Fritz
101,152,070
1,237,123
292,914
9,376,142
Linda A. Harty
95,594,505
6,770,057
317,545
9,376,142
William F. Lacey
101,286,900
1,094,036
301,171
9,376,142
Kevin A. Lobo
101,391,936
978,552
311,619
9,376,142
Joseph Scaminace
96,302,535
6,081,712
297,860
9,376,142
Åke Svensson
98,923,085
3,437,612
321,410
9,376,142
Laura K. Thompson
101,685,475
748,598
248,034
9,376,142
James R. Verrier
101,482,093
860,728
339,286
9,376,142
James L. Wainscott
95,602,776
6,801,009
278,322
9,376,142
Thomas L. Williams
92,951,325
9,021,129
709,653
9,376,142
Proposal 2. The Shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2022, as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
109,974,959
1,781,027
302,263
—
Proposal 3. The Shareholders approved, on a non-binding, advisory basis, the compensation of the Named Executive Officers of the Company, as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
90,932,373
11,235,041
514,693
9,376,142
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.
