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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 10, 2024
PARKER-HANNIFIN CORPORATION
(Exact Name of Registrant as Specified in Charter) | | | | | | | | |
Ohio | 1-4982 | 34-0451060 |
(State or other jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
6035 Parkland Boulevard, Cleveland, Ohio | | 44124-4141 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: (216) 896-3000
Not Applicable
(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))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on which Registered |
| Common Shares, $.50 par value | | PH | | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | | |
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 10, 2024, the Board of Directors of Parker-Hannifin Corporation (the “Company”) elected E. Jean Savage as a Director of the Company, effective immediately, for a term expiring at the Annual Meeting of Shareholders in October 2024. The Board of Directors also appointed Ms. Savage to serve as a member of its Audit Committee and its Corporate Governance and Nominating Committee.
Ms. Savage is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries. Ms. Savage is eligible to participate in the non-employee Director’s compensation arrangements described in the Company’s Proxy Statement for its 2023 Annual Meeting of Shareholders, including receipt of a pro-rated award of restricted stock units (RSUs).
The Company also entered into an Indemnification Agreement (the “Indemnification Agreement”) with Ms. Savage on July 10, 2024. The Indemnification Agreement is in substantially the same form as the indemnification agreement for directors and officers that is filed as Exhibit 10(e) to the Company’s Annual Report on Form 10-K filed with the SEC on August 24, 2023.
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.
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| | | PARKER-HANNIFIN CORPORATION | |
| Date: | July 10, 2024 | By: | /s/ Joseph R. Leonti | |
| | | Joseph R. Leonti | |
| | | Vice President, General Counsel and Secretary | |
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