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): | February 13, 2014 |
Hubbell Incorporated
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(Exact name of registrant as specified in its charter)
| Connecticut | 1-2958 | 06-0397030 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 40 Waterview Drive, Shelton, Connecticut | 06484 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 475 882 4000 |
Not Applicable
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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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2014, the Board of Directors of Hubbell Incorporated (the "Company") elected Steven R. Shawley, 61, as Director of the Company. Mr. Shawley was appointed to serve on the Board's Audit and Finance Committees.
Mr. Shawley served as the Senior Vice President and Chief Financial Officer of Ingersoll Rand, a manufacturer of climate solutions, and industrial and security technologies, from 2008 until his retirement in November 2013. Previously, he served as Senior Vice President and Chief Financial Officer of Ingersoll Rand's Climate Control Technologies business from 2005 to 2008. Prior to joining Ingersoll Rand, Mr. Shawley spent over twenty years with Westinghouse Electric Corporation in various financial roles. He received his undergraduate degree from the University of Virginia and an MBA from the University of Pittsburgh. Mr. Shawley is also Director of GrafTech International.
Mr. Shawley will receive compensation consistent with the other non-management directors of the Company. Such compensation includes: (1) an annual base retainer of $75,000, annual Committee retainers of $10,000 for membership on the Audit Committee and $5,000 for membership on the Finance Committee, paid quarterly and pro-rated based upon the effective date of his appointment; and (2) a restricted share grant of Class B common stock valued at $110,000 after each annual meeting of shareholders, which will vest at the next year’s annual meeting of shareholders provided that the director is still serving as a director at the time of the meeting. Mr. Shawley is also eligible to defer receipt of such cash retainers pursuant to the terms of the Company's Deferred Compensation Plan for Directors (the "Plan"). Mr. Shawley may elect to defer the retainers into a stock unit account in which each stock unit consisting of one share each of the Company’s Class A common stock and Class B common stock or into a cash account which is credited with interest at the prime rate as in effect at the Company’s principal commercial bank on the date immediately following the quarterly directors’ meeting, subject to certain terms and conditions of the Plan. Mr. Shawley is also eligible to defer receipt of his annual restricted share grant into an restricted stock unit account under the Plan providing for the credit of one restricted stock unit for each share of restricted stock deferred. Under the Plan, dividend equivalents are earned on the stock units and restricted stock units and converted into additional stock units. Distributions are made in either a lump sum or in installment payments, at the Director’s election.
Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release announcing the election of Mr. Steven R. Shawley to the Hubbell Incorporated Board of Directors is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release announcing the election of Mr. Steven R. Shawley to the Hubbell Incorporated Board of Directors.
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.
| Hubbell Incorporated | ||||
| February 18, 2014 | By: |
/s/ Megan C. Preneta
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| Name: Megan C. Preneta | ||||
| Title: Corporate Secretary and Assistant General Counsel | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release announcing the appointment of Mr. Steven R. Shawley to the Board of Directors of Hubbell Incorporated |
Date: February 13, 2014 NEWS RELEASE
For Release: IMMEDIATELY
Hubbell Incorporated
40 Waterview Drive
Shelton, CT 06484
475-882-4000
Contact: James M. Farrell
HUBBELL BOARD ELECTS NEW DIRECTOR
SHELTON, CT. (February 13, 2013) – The Board of Directors of Hubbell Incorporated (NYSE: HUBA, HUBB) announces the election of Steven R. Shawley as a Director of the Company effective immediately.
Mr. Shawley, 61, served as the Senior Vice President and Chief Financial Officer of Ingersoll Rand, a manufacturer of climate solutions, and industrial and security technologies from 2008 to 2013.
Hubbell’s President and Chief Executive Officer, Mr. David G. Nord, said, “We are very pleased that Steve will be joining Hubbell. His background is well suited to provide finance and industry perspectives to our Board of Directors and we look forward to his future contributions.”
Mr. Shawley previously held the position of Senior Vice President and President of Ingersoll’s Climate Control Technologies business. Prior to joining Ingersoll Rand, Mr. Shawley spent over twenty years with Westinghouse Electric Corporation in various financial roles. He received his undergraduate degree from the University of Virginia and an MBA from the University of Pittsburgh.
Hubbell Incorporated is an international manufacturer of quality electrical and electronic products for a broad range of non-residential and residential construction, industrial and utility applications. With 2013 revenues of $3.2 billion, Hubbell Incorporated operates manufacturing facilities in the United States, Canada, Switzerland, Puerto Rico, Mexico, the People’s Republic of China, Italy, the United Kingdom, Brazil and Australia. Hubbell also participates in joint ventures in Taiwan and Hong Kong, and maintains sales offices in Singapore, the People’s Republic of China, India, Mexico, South Korea and the Middle East. The corporate headquarters is located in Shelton, CT.