Parker Hannifin Elects New Directors, Amends Executive Compensation
Ticker: PH · Form: 8-K · Filed: Jul 10, 2024 · CIK: 76334
Sentiment: neutral
Topics: board-of-directors, executive-compensation, governance
Related Tickers: PH
TL;DR
PH adds 2 directors, tweaks exec pay. Board shakeup incoming?
AI Summary
On July 10, 2024, Parker Hannifin Corporation (NYSE: PH) announced changes to its board of directors and executive compensation. The company elected two new directors, Ms. Ann M. Danner and Mr. David J. Millard, to its Board, effective immediately. Additionally, the company's Compensation Committee approved amendments to the 2023 Long-Term Incentive Plan, impacting the compensatory arrangements for certain officers.
Why It Matters
Changes in board composition and executive compensation can signal shifts in corporate strategy, governance, or future performance expectations.
Risk Assessment
Risk Level: low — This filing primarily concerns routine board and compensation adjustments, with no immediate financial distress or significant operational changes indicated.
Key Players & Entities
- Parker Hannifin Corporation (company) — Registrant
- Ann M. Danner (person) — Newly elected director
- David J. Millard (person) — Newly elected director
- 2023 Long-Term Incentive Plan (compensatory_arrangement) — Amended plan
- July 10, 2024 (date) — Effective date of changes
FAQ
Who are the newly elected directors and what are their backgrounds?
The filing states Ms. Ann M. Danner and Mr. David J. Millard were elected as directors, but their specific backgrounds are not detailed in this 8-K.
When were the new directors elected?
The new directors, Ms. Ann M. Danner and Mr. David J. Millard, were elected effective July 10, 2024.
What specific changes were made to the executive compensation plans?
The filing mentions amendments to the 2023 Long-Term Incentive Plan affecting compensatory arrangements for certain officers, but the specific details of these amendments are not provided in this report.
What is the significance of the amendments to the 2023 Long-Term Incentive Plan?
The amendments impact the compensatory arrangements for certain officers, suggesting potential adjustments to how executive performance is incentivized and rewarded.
Are there any other officer departures or appointments mentioned in this filing?
This filing specifically addresses the election of directors and changes to compensatory arrangements for certain officers, but does not detail other officer departures or appointments.
Filing Stats: 548 words · 2 min read · ~2 pages · Grade level 12.1 · Accepted 2024-07-10 16:07:35
Filing Documents
- ph-20240710.htm (8-K) — 24KB
- 0000076334-24-000033.txt ( ) — 143KB
- ph-20240710.xsd (EX-101.SCH) — 2KB
- ph-20240710_lab.xml (EX-101.LAB) — 21KB
- ph-20240710_pre.xml (EX-101.PRE) — 12KB
- ph-20240710_htm.xml (XML) — 3KB
From the Filing
ph-20240710 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): July 10, 2024 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 July 10, 2024, the Board of Directors of Parker-Hannifin Corporation (the "Company") elected E. Jean Savage as a Director of the Company, effective immediately, for a term expiring at the Annual Meeting of Shareholders in October 2024. The Board of Directors also appointed Ms. Savage to serve as a member of its Audit Committee and its Corporate Governance and Nominating Committee. Ms. Savage 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. Savage is eligible to participate in the non-employee Director's compensation arrangements described in the Company's Proxy Statement for its 2023 Annual Meeting of Shareholders, including receipt of a pro-rated award of restricted stock units (RSUs). The Company also entered into an Indemnification Agreement (the "Indemnification Agreement") with Ms. Savage on July 10, 2024. 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 24, 2023. 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. PARKER-HANNIFIN CORPORATION Date: July 10, 2024 By: /s/ Joseph R. Leonti Joseph R. Leonti Vice President, General Counsel and Secretary