Document


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 24, 2019
 
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)
 
 
 
 
 
 
 

 
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))
 
 
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

Charles E. Golden retired from the Board of Directors of the Company effective with the opening of the Annual General Meeting on April 24, 2019, having attained retirement age under the Board of Directors Governance Policies.

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 24, 2019, 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 2019 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 2020 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
 
304,107,185
 
21,431,926
 
1,430,912
 
46,498,821
Todd M. Bluedorn
 
178,993,520
 
146,700,808
 
1,275,695
 
46,498,821
Christopher M. Connor
 
312,258,511
 
13,421,876
 
1,289,636
 
46,498,821
Michael J. Critelli
 
312,640,827
 
13,003,096
 
1,326,100
 
46,498,821
Richard H. Fearon
 
299,037,076
 
26,944,361
 
988,586
 
46,498,821
Arthur E. Johnson
 
320,298,628
 
5,270,183
 
1,401,212
 
46,498,821
Olivier Leonetti
 
323,798,951
 
1,706,662
 
1,464,410
 
46,498,821
Deborah L. McCoy
 
314,453,745
 
11,381,235
 
1,135,043
 
46,498,821
Gregory R. Page
 
317,707,906
 
7,862,202
 
1,399,915
 
46,498,821
Sandra Pianalto
 
316,191,934
 
9,376,449
 
1,401,640
 
46,498,821
Gerald B. Smith
 
323,222,319
 
2,344,981
 
1,402,723
 
46,498,821
Dorothy C. Thompson
 
324,253,002
 
1,518,687
 
1,198,334
 
46,498,821

Item 2 - Appointment of Ernst & Young LLP as independent auditor for 2019 and authorizing the Audit Committee of the Board of Directors to set its remuneration.
For
 
Against
 
Abstain
356,009,982
 
16,900,275
 
558,587
 
Item 3 - Advisory approval of the Company’s executive compensation.
For
 
Against
 
Abstain
 
Broker Non-Votes
307,949,805
 
17,228,209
 
1,792,009
 
46,498,821

Item 4 - Grant of Board authority to issue shares under Irish law.
For
 
Against
 
Abstain
364,517,986
 
7,085,328
 
1,865,530

Item 5 - Grant of Board authority to opt-out of pre-emption rights under Irish law.

For
 
Against
 
Abstain
356,066,937
 
14,126,942
 
3,274,965








Item 6 - Authorization to the Company and or any subsidiary of the Company to make overseas market purchases of Company shares.

For
 
Against
 
Abstain
361,819,623
 
9,191,930
 
2,457,291





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 29, 2019
By:
/s/ Nigel Crawford
 
 
Nigel Crawford
 
 
Vice President and Secretary