Eaton Corporation PLC filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$ETN
Industrial Machinery/Components
Technology
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 23, 2025
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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
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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
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| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On July 23, 2025, the Board of Directors (the “Board”) of Eaton Corporation plc (the “Company”) increased its size from eleven to twelve members and
elected Gerald Johnson to fill the resulting vacancy, effective immediately. Mr. Johnson, 62, is the retired Executive Vice President, Global Manufacturing and Sustainability of General Motors Company, the global automobile manufacturer. Mr.
Johnson was appointed to serve on the Audit Committee and the Governance Committee of the Board.
Mr. Johnson will receive compensation pursuant to the Company’s standard arrangements for non-employee directors as described in its Proxy Statement
for the 2025 Annual General Meeting of Shareholders, which was filed with the Securities and Exchange Commission (“SEC”) on March 14, 2025. In connection with his election to the Board, Mr. Johnson will receive a Restricted Stock Unit (“RSU”) grant
on August 7, 2025 representing a pro rata portion of the 2025 RSU award granted to all other non-employee directors on May 6, 2025. His 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 2025 RSU award amount, reflecting the portion of the 2025 grant cycle that he will serve on the Board.
Both the Company and its wholly owned subsidiary, Eaton Corporation, have entered into standard indemnification agreements for the Company’s
directors with Mr. Johnson, 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 related party transactions involving Mr. Johnson that would require disclosure pursuant to Item 404(a) of Regulation S-K. There are no
arrangements or understandings between Mr. Johnson and any other persons pursuant to which he was selected as a director of the Company.
A copy of the press release issued by the Company on July 23, 2025 announcing Mr. Johnson’s election is attached as Exhibit 99.1 to this Report and
incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Exhibit Description
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Press Release of Eaton Corporation plc dated July 23, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Eaton Corporation plc
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Date: July 23, 2025
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/s/ Lucy Clark Dougherty
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Lucy Clark Dougherty
Executive Vice President and Chief Legal Officer
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