0000898822-16-000445.txt : 20160914 0000898822-16-000445.hdr.sgml : 20160914 20160914171929 ACCESSION NUMBER: 0000898822-16-000445 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160914 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160914 DATE AS OF CHANGE: 20160914 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: 161885779 BUSINESS ADDRESS: STREET 1: 10 FARM SPRINGS ROAD CITY: FARMINGTON STATE: CT ZIP: 06032 BUSINESS PHONE: 8607287000 MAIL ADDRESS: STREET 1: 10 FARM SPRINGS ROAD CITY: FARMINGTON STATE: CT ZIP: 06032 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 8k.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): September 14, 2016
____________________________________
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.)
10 Farm Springs Road
Farmington, Connecticut 06032-2568
(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.
(b) Neil G. Mitchill, Jr. has been named Vice President and Chief Financial Officer of Pratt & Whitney.  Mr. Mitchill will leave his position as Corporate Vice President, Controller and principal accounting officer of United Technologies Corporation ("UTC" or "the Company"), effective September 14, 2016.
(c) On September 14, 2016, UTC's Board of Directors elected Robert J. Bailey, 52, as Corporate Vice President, Controller and designated Mr. Bailey as the principal accounting officer.  Mr. Bailey will report to Akhil Johri, UTC Executive Vice President & Chief Financial Officer. Mr. Bailey joined UTC in 1992 and has held positions of increasing responsibility across several finance disciplines at UTC headquarters and in the aerospace divisions. Most recently, Mr. Bailey served as Pratt & Whitney's Vice President and Chief Financial Officer since May 2012.  Prior UTC positions included Vice President, Finance and Chief Financial Officer for the former Hamilton Sundstrand division and Vice President, Finance for Pratt & Whitney's commercial engines and aftermarket businesses. Prior to joining UTC, Mr. Bailey worked for the accounting firm of PricewaterhouseCoopers in Hartford, Connecticut.  He is a certified public accountant and holds a bachelor's degree in accounting from the University of Massachusetts-Amherst.
Section 8 - Other Events
Item 8.01.  Other Events.
On September 14, 2016, the Board of Directors of UTC elected Gregory J. Hayes, the Company's President and Chief Executive Officer, to the additional position of Chairman of the Board, effective immediately. Mr. Hayes has been a member of the Board, President and Chief Executive Officer since November 24, 2014.
Also on September 14, 2016, the independent members of the Board of Directors designated Edward A. Kangas as the Lead Director, effective immediately. Mr. Kangas had served as the non-executive Chairman of the Board since November 24, 2014 and previously served as the Lead Director from April 2013 until November 2014.  Mr. Kangas has been a member of the Board of Directors since 2008 and serves as chairman of the Audit Committee.
A copy of the Company's press release issued September 14, 2016 regarding the matters described in Item 8.01 of this Current Report on Form 8-K is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In conjunction with the foregoing, the Board of Directors also approved certain amendments to expand the duties and responsibilities of the Lead Director under the UTC Corporate Governance Guidelines, as amended, which are accessible via the Company's web site from the "Investor Relations" homepage.  The information contained on the Company's website is not incorporated by reference in this Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number
Exhibit Description
99.1
Press release, dated September 14, 2016, issued by the Company.




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:  September 14, 2016
By:
  /s/ Peter J. Graber-Lipperman
   
Peter J. Graber-Lipperman
   
Corporate Vice President, Secretary and Associate
General Counsel



EX-99.1 2 pressrelease.htm
Exhibit 99.1
 
United Technologies Board Elects Gregory J. Hayes Chairman, Edward A. Kangas Named Lead Director


FARMINGTON, Conn., September 14, 2016 – The Board of Directors of United Technologies Corp. (NYSE: UTX) today elected Gregory J. Hayes as its chairman, effective immediately. Hayes, 55, will serve as chairman, chief executive officer and president. He succeeds Edward A. Kangas, who has served as non-executive chairman since November 2014. The non-management directors also designated Kangas to serve as the independent lead director, a role he previously served in from April 2013 until his election as non-executive chairman in 2014.

Hayes has been a member of the board, and president and CEO of United Technologies since November 2014. He is a 27-year veteran of the company who served as senior vice president and chief financial officer for six years before being elected president and CEO.

“Greg Hayes has demonstrated strong performance in leading the company. He has streamlined our business portfolio, optimized our organization, and positioned the company for sustained long-term growth,” Kangas said.

“Ed Kangas has been an outstanding non-executive chairman for our board, providing strong leadership through an important period for our company,” Hayes said. “I am honored to be elected chairman and look forward to continue working with Ed as our independent lead director.”

Kangas is the former chairman and CEO of Deloitte Touche Tohmatsu. He has been a member of the United Technologies board since 2008 and serves as chairman of the board’s audit committee.

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