0000898822-14-000456.txt : 20141210 0000898822-14-000456.hdr.sgml : 20141210 20141210170124 ACCESSION NUMBER: 0000898822-14-000456 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141209 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141210 DATE AS OF CHANGE: 20141210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED TECHNOLOGIES CORP /DE/ CENTRAL INDEX KEY: 0000101829 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 060570975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00812 FILM NUMBER: 141278625 BUSINESS ADDRESS: STREET 1: UNITED TECHNOLOGIES BLDG STREET 2: ONE FINANCIAL PLZ CITY: HARTFORD STATE: CT ZIP: 06101 BUSINESS PHONE: 8607287000 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TECHNOLOGIES MICROELECTRONICS CENTER DATE OF NAME CHANGE: 19850825 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TECHNOLOGIES CORP DATE OF NAME CHANGE: 19841205 8-K 1 body.htm
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): December 9, 2014
____________________________________
UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________


Delaware
1-812
06-0570975
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
One Financial Plaza
Hartford, Connecticut 06103
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code
(860) 728-7000
N/A
(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))
 

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 9, 2014, United Technologies Corporation (the "Company") announced the appointment of Akhil Johri, age 53, to serve as the Company's Senior Vice President and Chief Financial Officer ("CFO"), effective January 1, 2015.  Mr. Johri will also serve as the Company's principal financial officer and principal accounting officer.

Mr. Johri currently serves as Chief Financial Officer of Pall Corporation.  He has served in that role since May 1, 2013.  Prior to that, Mr. Johri held various executive positions of increasing responsibility during his 26-year tenure with the Company, most recently serving as Vice President of Finance and Chief Financial Officer of UTC Propulsion & Aerospace Systems from October 2011 to April 2013 and as Vice President Financial Planning and Investor Relations from May 2009 to September 2011.

Mr. Johri's compensation arrangements as CFO will include a base annual salary of $700,000 and an annual bonus target of 100% of base salary (consistent with the established target for the CFO position). Additionally, effective January 2, 2015, Mr. Johri will be awarded grants of approximately 137,000 stock appreciation rights ("SARs") and 49,600 restricted stock units ("RSUs") under the Company's Long-Term Incentive Plan. The foregoing award amounts are based on a Company share price of $113.00.  The number of SARs and RSUs will be adjusted to an equivalent grant date value based on the difference between $113 and the actual closing price of Company shares on January 2, 2015.  The SARs will have a 10-year term, and vest after three years of continued employment with the Company.  The RSUs will also be subject to a three year vesting period.  Neither award is subject to forfeiture in the event of death, disability or termination by the Company without cause.  Mr Johri will also receive a cash payment of $515,000 upon the commencement of his employment.  This payment, along with the SAR and RSU awards, are designed to replace the value of awards Mr. Johri will forfeit upon his departure from Pall Corporation.   Mr. Johri will participate in the Company's other standard employee benefit and executive compensation programs.

Upon the effective date of Mr. Johri's appointment, Peter F. Longo, currently Acting Chief Financial Officer of the Company, will resume his prior position as Vice President, Finance & Chief Financial Officer, UTC Propulsion & Aerospace System.

In connection with the foregoing, the Company issued a press release which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)            The following exhibit is filed as part of this report.

Exhibit
Number
Exhibit Description
99.1
Press release, dated December 9, 2014, issued by United Technologies Corporation.
 
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.

UNITED TECHNOLOGIES CORPORATION
(Registrant)
Date: December 10, 2014
By:
/s/ PETER J. GRABER-LIPPERMAN
Peter J. Graber-Lipperman
 
 
Vice President, Secretary and Associate General Counsel
EXHIBIT INDEX
 

Exhibit
Number
Exhibit Description
99.1
Press release, dated December 9, 2014, issued by United Technologies Corporation.


EX-99.1 2 ex991.htm

EXHIBIT 99.1


                                                                                                                                                                    

Contact: 
John Moran, UTC 
FOR IMMEDIATE RELEASE
 
(860) 728-7062 
www.utc.com
 
 
 
 
Investor Relations
 
 
(860) 728-7608
 
 

 
UNITED TECHNOLOGIES APPOINTS AKHIL JOHRI CHIEF FINANCIAL OFFICER

HARTFORD, Conn., Dec. 9, 2014 – United Technologies Corp. (NYSE: UTX) today announced the appointment of Akhil Johri as the corporation's Senior Vice President and Chief Financial Officer, effective January 1, 2015.

Johri, 53, will have global responsibility for UTC's Finance function and for financial communications and investor relations. He will report to UTC President and Chief Executive Officer Gregory J. Hayes.

Johri returns to UTC after serving as Chief Financial Officer for Port Washington, N.Y.-based, publicly traded Pall Corporation, a leader in filtration, separation and purification solutions for customers across a broad spectrum in life sciences and industry.

Prior to joining Pall Corporation, Johri enjoyed a 26-year career at UTC in various executive positions of increasing responsibility. His most recent role was Vice President of Finance and Chief Financial Officer for UTC Propulsion & Aerospace Systems, which includes Pratt & Whitney and UTC Aerospace Systems. Before that, he led UTC's Investor Relations and Financial Planning & Analysis groups. Johri also had senior financial roles at UTC Fire and Security, and Carrier Corporation, including 12 years in the Asia Pacific region.

"I am thrilled to welcome Akhil back to UTC, where he is highly respected for his strategic insights, financial skills, and his ability to communicate effectively with Wall Street and our shareholder community," Hayes said. "We look forward to Akhil's leadership as we continue to focus on creating innovative products and solutions for our global customers and delivering best-in-class returns for our shareowners."

Johri is a graduate of the Indian Institute of Management, Ahmedabad, and is a Chartered Accountant.

Upon the effective date of Johri's appointment, Peter F. Longo, currently the corporation's Acting Chief Financial Officer, will resume his prior position as Vice President, Finance & Chief Financial Officer, UTC Propulsion & Aerospace Systems.

United Technologies, based in Hartford, Connecticut, provides high technology products and services to the building and aerospace industries. For more information, visit our website at www.utc.com or follow us on Twitter: @UTC.

UTC-IR

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