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 24, 2024
 
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)
  

 
Not applicable
  
 
(Former name or former address, if changed since last report.)
  

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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol
  
Name of each exchange on which registered
Ordinary shares ($0.01 par value)
  
ETN
  
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 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

On July 24, 2024, the Board of Directors (the “Board”) of Eaton Corporation plc (the “Company”) increased its size from nine to ten members and elected Karenann Terrell to fill the resulting vacancy, effective immediately. Ms. Terrell served as Chief Digital and Technology Officer of GSK plc, a British multinational pharmaceutical and biotechnology company, until her retirement in December 2021. Ms. Terrell was appointed to serve on the Compensation and Organization Committee, the Finance Committee, and the Innovation and Technology Committee of the Board.

Ms. Terrell will receive compensation pursuant to the Company’s standard arrangements for non-employee directors as described in its Proxy Statement for the 2024 Annual General Meeting of Shareholders, which was filed with the Securities and Exchange Commission (“SEC”) on March 15, 2024. In connection with her election to the Board, Ms. Terrell will receive a Restricted Stock Unit (“RSU”) grant on August 5, 2024 representing a pro rata portion of the 2024 RSU award granted to all other non-employee directors on May 3, 2024. Her RSU grant will be the equivalent of $127,500 in Ordinary Shares, based on the 30-day average closing price of such shares leading up to the grant date. This amount represents 75% of the full $170,000 2024 RSU award amount, reflecting the portion of the 2024 grant cycle that she will serve on the Board.

Each of the Company and its wholly owned subsidiary, Eaton Corporation, have entered into standard indemnification agreements for the Company’s directors with Ms. Terrell, the forms of which were filed with the SEC on February 28, 2013 as Exhibits 10(bb) and 10(cc) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

There are no arrangements or understandings between Ms. Terrell and any other persons pursuant to which she was selected as a director of the Company.

A copy of the press release issued by the Company on July 24, 2024 announcing Ms. Terrell’s election is attached as Exhibit 99.1 to this Report and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit No.
Exhibit Description
Press Release of Eaton Corporation plc dated July 24, 2024
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

 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: July 25, 2024
/s/ Taras G. Szmagala
  Taras G. Szmagala
 
Executive Vice President and Chief Legal Officer