Eaton Corp plc 8-K: Officer/Director Changes & Comp Arrangements
Ticker: ETN · Form: 8-K · Filed: Jan 18, 2024 · CIK: 1551182
| Field | Detail |
|---|---|
| Company | Eaton CORP PLC (ETN) |
| Form Type | 8-K |
| Filed Date | Jan 18, 2024 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.01, $890,000, $1,762,500, $881,250, $900,000 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: executive-change, compensation, corporate-governance
TL;DR
**Eaton Corp plc filed an 8-K on Jan 18, 2024, signaling executive changes and compensation details from Jan 11, 2024.**
AI Summary
Eaton Corporation plc filed an 8-K on January 18, 2024, reporting an event that occurred on January 11, 2024. The filing indicates information related to the 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers' and 'Financial Statements and Exhibits'. This matters to investors because changes in executive leadership or their compensation can signal shifts in company strategy, financial health, or governance, potentially impacting future stock performance.
Why It Matters
Changes in executive leadership and compensation structures can influence a company's strategic direction and financial stability, directly affecting investor confidence and stock valuation.
Risk Assessment
Risk Level: medium — Changes in leadership or compensation can introduce uncertainty, but the specific details are not yet public, making the immediate impact unclear.
Analyst Insight
A smart investor would monitor subsequent filings or company announcements for specific details regarding the executive changes and compensation arrangements to assess their potential impact on Eaton's future performance and strategy.
Key Players & Entities
- Eaton Corporation plc (company) — the registrant filing the 8-K
- January 11, 2024 (date) — date of the earliest event reported
- January 18, 2024 (date) — date the 8-K was filed
- ETN (company) — trading symbol for Eaton Corporation plc
- New York Stock Exchange (company) — exchange where Eaton's ordinary shares are registered
FAQ
What was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on January 11, 2024.
What specific items were reported under Item 5.02 in this 8-K?
Item 5.02 covers 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers'.
What is the trading symbol and exchange for Eaton Corporation plc's ordinary shares?
Eaton Corporation plc's ordinary shares trade under the symbol ETN on the New York Stock Exchange.
What is the business address of Eaton Corporation plc as stated in the filing?
The business address of Eaton Corporation plc is Eaton House, 30 Pembroke Road, Dublin 4, Ireland, D04 Y0C2.
When was this 8-K filing submitted to the SEC?
This 8-K filing was submitted to the SEC on January 18, 2024.
Filing Stats: 1,529 words · 6 min read · ~5 pages · Grade level 11 · Accepted 2024-01-18 11:46:46
Key Financial Figures
- $0.01 — e on which registered Ordinary shares ($0.01 par value) ETN New York Stock Excha
- $890,000 — eceive an initial annual base salary of $890,000, and will participate in Eaton's short-
- $1,762,500 — ant of Performance Share Units equal to $1,762,500, as well as grants of Stock Options and
- $881,250 — d Restricted Share Units, each equal to $881,250 in value. The terms of the Performance
- $900,000 — tricted Share Units equal to the sum of $900,000 and the value of in-the-money stock opt
- $271,667 — o receive a cash award of approximately $271,667 replacing a prorated portion of his 202
Filing Documents
- ef20019016_8k.htm (8-K) — 37KB
- ef20019016_ex10-6.htm (EX-10.6) — 21KB
- ef20019016_ex99.htm (EX-99) — 14KB
- image00005.jpg (GRAPHIC) — 48KB
- image00006.jpg (GRAPHIC) — 10KB
- 0001140361-24-002654.txt ( ) — 297KB
- etn-20240111.xsd (EX-101.SCH) — 4KB
- etn-20240111_lab.xml (EX-101.LAB) — 22KB
- etn-20240111_pre.xml (EX-101.PRE) — 16KB
- ef20019016_8k_htm.xml (XML) — 4KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On January 11, 2024 , Eaton Corporation (the "Company") and Thomas B. Okray, Executive Vice President and Chief Financial Officer mutually agreed that effective February 2, 2024, Mr. Okray's employment with the Company will end. Mr. Okray expressed full support for the Registrant's financial practices and policies, emphasizing that the mutual decision is not the result of any disagreements he has with the Registrant concerning financial reporting. There are no modifications to Mr. Okray's compensation arrangements in connection with his departure. He will not receive severance and will forfeit all equity that has not vested as of his termination date. Olivier Leonetti will succeed Mr. Okray as Executive Vice President and Chief Financial Officer on February 5, 2024. Mr. Leonetti, 59, has served on Eaton's Board of Directors since 2019 and, on January 17, 2024 tendered his resignation, effective February 2 , 2024 , at which time the Board size will be reduced to nine. Mr. Leonetti joins Eaton from Johnson Controls International, plc ("Johnson Controls"), a global leader in building technology and connected solutions for fire, HVAC and security equipment for buildings. Prior to joining Johnson Controls in 2020, he served as chief financial officer of Zebra Technologies Corporation, a global provider of enterprise solutions software, services and products from November 2016 through August 2020. More information about Mr. Leonetti can be found in the Company's Proxy Statement, filed with the Commission on March 17, 2023. In connection with his appointment, Mr. Leonetti will receive an initial annual base salary of $890,000, and will participate in Eaton's short-term cash incentive program (the "EIC Plan") with a target payout of 100% of his base salary. Additionally, he will participate in the Company's 2024-2
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. 10.1 Form Performance Share Grant Agreement, incorporated herein by reference to the Form 10-K for the year ended December 31, 2016. Exhibit (sec.gov) 10.2 Form Stock Option Agreement for Executives, incorporated herein by reference to the Form 10-K for the year ended December 31, 2015. Exhibit (sec.gov) 10.3 Form RSU Grant Agreement, incorporated herein by reference to the Form 10-K for the year ended December 31, 2016. Exhibit (sec.gov) 10.4 Form of Indemnification Agreement between Eaton Corporation and each officer thereof, incorporated herein by reference to the Company's 10-K filed for the year ending December 31, 2015. Exhibit (sec.gov) 10.5 Form Change of Control Agreement between Eaton Corporation and each officer thereof, incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed on April 28, 2022. Exhibit (sec.gov) 10.6 Repayment Agreement* 99 Press release dated January 17, 2024* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Filed Herewi th 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: January 18, 2024 /s/ Taras Szmagala Taras G. Szmagala, Executive Vice President and Chief Legal Officer