Date of report (Date of earliest event reported): October 27, 2020
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 27, 2020, Catherine A. Suever, Executive Vice President – Finance and Administration and Chief Financial Officer of Parker-Hannifin Corporation (the “Company”) notified the Company of her intention to retire effective December 31, 2020. From October 27, 2020, until her retirement, Ms. Suever will remain as Executive Vice President – Finance and Administration and Chief Financial Officer of the Company.
In connection with Ms. Suever’s notification of retirement, the Board of Directors of the Company elected Todd M. Leombruno, age 50, as Executive Vice President and Chief Financial Officer, effective January 1, 2021. Mr. Leombruno will succeed Ms. Suever as principal financial officer. Mr. Leombruno has been Vice President and Controller of the Company since July 1, 2017. He was Vice President and Controller – Engineered Materials Group from January 2015 to June 2017; and Director of Investor Relations from June 2012 to December 2014. Mr. Leombruno is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.
In connection with Mr. Leombruno's appointment as Executive Vice President and Chief Financial Officer, the Human Resources and Compensation Committee of the Board of Directors of the Company took the following actions regarding Mr. Leombruno’s compensation effective January 1, 2021:
1.
approved an increase in Mr. Leombruno’s annual base salary to $670,000;
2.
awarded an increase in Mr. Leombruno’s General RONA Bonus target payout amount to $301,500;
3.
awarded an increase in Mr. Leombruno’s Target Incentive Bonus target award to a target amount of $268,000; and
4.
granted Mr. Leombruno the following additional target LTIP award shares:
LTIP Award
Additional Target LTIP Award Shares
Calendar Year 2019-20-21
2,373
Calendar Year 2020-21-22
3,427
In connection with Mr. Leombruno’s appointment as Executive Vice President and Chief Financial Officer, the Board of Directors of the Company elected Angela R. Ives, age 47, as Vice President and Controller of the Company, effective January 1, 2021. In this position, Ms. Ives will succeed Mr. Leombruno as principal accounting officer of the Company. Ms. Ives has been Vice President and Assistant Controller of the Company since September 2020. Ms. Ives was Group Vice President and Controller for the Instrumentation Group of the Company from November 2019 to September 2020. From August 2010 to November 2019, Ms. Ives served as Division Controller for the Electromechanical and Drives Division and served as the financial lead on the Motion Systems Group business initiatives. Ms. Ives is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.
Ms. Ives is now eligible to participate in the Company’s executive compensation program, as described in the Company’s Proxy Statement for the Annual Meeting of Shareholders held on October 28, 2020. In connection with Ms. Ives' appointment as Vice President and Controller, the Human Resources and Compensation Committee of the Board of Directors of the Company took the following actions regarding Ms. Ives’ compensation effective January 1, 2021:
1.
approved an increase in Ms. Ives’ annual base salary to $360,000;
2.
awarded an increase in Ms. Ives’ General RONA Bonus target payout amount to $108,000;
3.
awarded an increase in Ms. Ives’ Target Incentive Bonus target award to a target amount of $72,000; and
4.
granted Ms. Ives the following additional target LTIP award shares:
LTIP Award
Additional Target LTIP Award Shares
Calendar Year 2019-20-21
457
Calendar Year 2020-21-22
606
The Company will enter into a Change in Control Severance Agreement for executive officers at or above Grade 29 (the “At or Above Grade 29 Control Agreement”) with Mr. Leombruno and a Change In Control Severance Agreement for executive officers below Grade 29 (together with the At or Above Grade 29 Control Agreement, the “Control Agreements”) with Ms. Ives. The Control Agreements are in substantially the same form as the change in control severance agreements for executive officers that are filed as Exhibits 10(b) and 10(c), respectively, to the Company’s Annual Report on Form 10-K filed with the U. S. Securities and Exchange Commission on August 26, 2020.
The Company will also enter into an Indemnification Agreement (the “Indemnification Agreement”) with Ms. Ives. The Indemnification Agreement is in substantially the same form as the indemnification agreement for directors and officers that is filed as Exhibit 10(e) to the Company’s Annual Report on Form 10-K filed with the SEC on August 26, 2020.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 28, 2020, at the 2020 Annual Meeting of Shareholders (the "2020 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 2020 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of the Company’s shareholders at the 2020 Annual Meeting.
Proposal 1. The shareholders elected the following Directors for a term expiring at the Annual Meeting of Shareholders in 2021, as follows:
Nominees
For
Against
Abstentions
Broker Non-Votes
Lee C. Banks
100,919,452
2,866,811
316,927
10,096,747
Robert G. Bohn
102,958,727
826,635
317,828
10,096,747
Linda A. Harty
99,334,882
4,477,159
291,149
10,096,747
Kevin A. Lobo
102,903,328
896,945
302,917
10,096,747
Candy M. Obourn
100,708,075
3,019,786
375,329
10,096,747
Joseph Scaminace
99,142,751
4,595,484
364,955
10,096,747
Åke Svensson
102,758,758
1,001,279
343,153
10,096,747
Laura K. Thompson
103,084,582
690,419
328,189
10,096,747
James R. Verrier
103,164,912
637,088
301,190
10,096,747
James L. Wainscott
100,690,446
3,075,806
336,938
10,096,747
Thomas L. Williams
96,068,923
7,411,236
623,031
10,096,747
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, 2021, as follows:
Votes For
Votes Against
Abstentions
111,612,589
2,313,657
273,691
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
95,094,132
8,231,067
777,991
10,096,747
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.
