0000950123-11-042835.txt : 20110502 0000950123-11-042835.hdr.sgml : 20110502 20110502144747 ACCESSION NUMBER: 0000950123-11-042835 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110427 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110502 DATE AS OF CHANGE: 20110502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01396 FILM NUMBER: 11799992 BUSINESS ADDRESS: STREET 1: EATON CTR STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2584 BUSINESS PHONE: 2165235000 MAIL ADDRESS: STREET 1: 1111 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: EATON YALE & TOWNE INC DATE OF NAME CHANGE: 19710822 8-K 1 l42545e8vk.htm FORM 8-K e8vk
 
 
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): April 27, 2011
EATON CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Ohio   1-1396   34-0196300
         
(State or other
jurisdiction of
incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)
     
Eaton Center
Cleveland, Ohio 		  44114
     
(Address of principal executive offices)   (Zip Code)
(216) 523-5000
 
(Registrant’s telephone number, including area code)
     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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Not applicable.
(b) In its proxy statement dated March 18, 2011, Eaton Corporation (the “Company”) reported that Ernie Green, a director since 1995, having attained normal retirement age, would resign as a director of the Company at the conclusion of the 2011 Annual Meeting of Shareholders to be held on April 27, 2011. Mr. Green did retire from the Company’s Board of Directors (the “Board”) on April 27, 2011. There were no disagreements between the Company and the retiring director in connection with his retirement. George S. Barrett was nominated by the Board to fill the vacancy created by Mr. Green’s retirement. Following the Annual Meeting, and currently, the Board of Directors consists of eleven members.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders of the Company was held on April 27, 2011.
(b) At the Annual Meeting of Shareholders of the Company held on April 27, 2011, the items listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders. Each of the items was approved by the shareholders pursuant to the voting results set forth below:
Item 1 — Election of Four Directors.
Each of the following individuals was elected as a director, based on the voting results shown below, to serve until the 2014 Annual Meeting of Shareholders or until his successor is duly elected and qualified:
                                 
Director   For   Against   Abstain   Broker Non-Votes
George S. Barrett
     277,761,347       1,578,877       782,726       24,832,308  
Todd M. Bluedorn
     270,960,025       8,378,856       784,069       24,832,308  
Ned C. Lautenbach
     265,000,574       14,289,886       832,490       24,832,308  
Gregory R. Page
     277,635,409       1,716,284       771,257       24,832,308  
Item 2 — Approving amendments to the Amended Regulations to provide for the annual election of all directors.
The voting results for the approval of amendments to the Amended Regulations to provide for the annual election of all directors were as follows:
             
For   Against   Abstain   Broker Non-Votes
277,495,482
  2,026,514   600,954   24,832,308
Item 3 — Approving amendments to the Amended and Restated Articles of Incorporation and the Amended Regulations to eliminate cumulative voting in the election of directors.
The voting results for the approval of amendments to the Amended and Restated Articles of Incorporation and the Amended Regulations to eliminate cumulative voting in the election of directors were as follows:
             
For   Against   Abstain   Broker Non-Votes
242,594,406   36,844,665   683,879   24,832,308
Item 4 — Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Auditor for Fiscal Year 2011.

 

 

The voting results for the ratification of the appointment of Ernst & Young LLP as the independent auditor for the Company for fiscal year 2011 were as follows:
             
For   Against   Abstain   Broker Non-Votes
300,357,522   3,989,173   608,563   24,832,308
Item 5 — Approving, by non-binding vote, executive compensation.
The voting results for the approval, by non-binding vote, of executive compensation were as follows:
             
For   Against   Abstain   Broker Non-Votes
260,539,948   16,672,354   2,910,648   24,832,308
Item 6 — Recommending, by non-binding vote, the frequency of executive compensation votes.
The voting results for the recommendation, by non-binding vote, of the frequency of executive compensation votes were as follows:
                 
1 Year   2 years   3 Years   Abstain   Broker Non-Votes
242,623,163   1,567,595   34,342,513   1,589,679   24,832,308
Item 9.01. Financial Statements and Exhibits.
     
Number   Exhibit
 
    
3.1
  Amended and Restated Articles of Incorporation of Eaton Corporation, effective April 27, 2011, incorporated by reference to the registrant’s Form 10-Q Quarterly Report for the period ended March 31, 2011
 
    
3.2
  Amended Regulations of Eaton Corporation, effective April 27, 2011, incorporated by reference to the registrant’s Form 10-Q Quarterly Report for the period ended March 31, 2011
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
 		  
Date: May 2, 2011  By:   /s/ R. H. Fearon    
    R. H. Fearon   
    Vice Chairman and
Chief Financial and Planning Officer