Eaton Corporation PLC filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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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): February 26, 2025

 

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 (Exact name of registrant as specified in its charter)

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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. ☐

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At a meeting held on February 26, 2025, the Compensation and Organization Committee of the Board of Directors of the registrant (the “Committee”) established corporate performance criteria that will be used to determine the amount of 2025 incentive compensation awards under the Executive Incentive Compensation Plan (the “Plan”). The Committee set specific Adjusted Earnings Per Share and Adjusted Operating Cash Flow metrics for the 2025 Plan corporate performance criteria. In addition to these quantitative goals, the Committee may also consider other performance factors in determining final awards. These include, but are not limited to, performance versus profit plan goals, performance versus that reported for the Company’s peers, and progress toward the execution of the Company’s growth strategies. The Plan participants consist of the Executive Officers of Eaton Corporation and approximately 3,100 other salaried employees. At the same meeting, the Committee established 2025 target incentive opportunities for the Executive Officers. The individual incentive targets for the current executive officers who were named in the summary compensation table of the registrant’s 2024 Proxy Statement (the “Named Executive Officers”) range from 90% to 170%.

 

At the meeting, the Committee also established performance criteria for the Company’s long-term performance-based Executive Strategic Incentive program (“ESIP”) 2025-2027 award period and approved individual targets and grants for the Named Executive Officers. The 2025-2027 award period opportunities for the Named Executive Officers took the form of performance share units (“PSUs”) and grants at the target level range from 2,480 PSUs to 19,375 PSUs. The actual number of PSUs earned will depend upon the registrant’s total return to shareholders, assuming reinvestment of dividends (“TSR”), relative to that of a group of 16 peers approved by the Committee at the same meeting. Consistent with historical practices, participants can earn 0% to 200% of the target number of PSUs.

 

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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