Form 8-K - Current report

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 24, 2024

EATON CORPORATION plc

(Exact name of registrant as specified in its charter)

Ireland		000-54863		98-1059235
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)


Eaton House, 30 Pembroke Road, Dublin 4, Ireland		D04 Y0C2
(Address of principal executive offices)		(Zip Code)

	+353 1637 2900
	(Registrant’s telephone number, including area code)

	Not applicable
	(Former name or former address, if changed since last report.)

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:

☐	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
Ordinary shares ($0.01 par value)		ETN		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 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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 24, 2024, the Board of Directors (the “Board”) of Eaton Corporation plc (the “Company”) increased its size from nine to ten members and elected Karenann Terrell to fill the resulting vacancy, effective immediately. Ms. Terrell served as Chief Digital and Technology Officer of GSK plc, a British multinational pharmaceutical and biotechnology company, until her retirement in December 2021. Ms. Terrell was appointed to serve on the Compensation and Organization Committee, the Finance Committee, and the Innovation and Technology Committee of the Board.

Ms. Terrell will receive compensation pursuant to the Company’s standard arrangements for non-employee directors as described in its Proxy Statement for the 2024 Annual General Meeting of Shareholders, which was filed with the Securities and Exchange Commission (“SEC”) on March 15, 2024. In connection with her election to the Board, Ms. Terrell will receive a Restricted Stock Unit (“RSU”) grant on August 5, 2024 representing a pro rata portion of the 2024 RSU award granted to all other non-employee directors on May 3, 2024. Her 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 2024 RSU award amount, reflecting the portion of the 2024 grant cycle that she will serve on the Board.

Each of the Company and its wholly owned subsidiary, Eaton Corporation, have entered into standard indemnification agreements for the Company’s directors with Ms. Terrell, 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 arrangements or understandings between Ms. Terrell and any other persons pursuant to which she was selected as a director of the Company.

A copy of the press release issued by the Company on July 24, 2024 announcing Ms. Terrell’s election is attached as Exhibit 99.1 to this Report and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release of Eaton Corporation plc dated July 24, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 plc

Date: July 25, 2024	/s/ Taras G. Szmagala
	Taras G. Szmagala
	Executive Vice President and Chief Legal Officer

Exhibit 99.1

Eaton Communications

Eaton Center

Cleveland, OH 44122

Date	July 24, 2024

Karenann Terrell elected to Eaton’s Board of Directors

DUBLIN – Intelligent power management company Eaton (NYSE:ETN) today announced that Karenann Terrell has been elected to the company’s Board of Directors effective July 24, 2024.

Terrell is the retired chief digital and technology officer of GSK plc (GlaxoSmithKline), a British multinational pharmaceutical and biotechnology company. Prior to that role, Terrell served as the chief information officer of Walmart Inc. Before joining Walmart, Terrell was chief information officer of Baxter International. Earlier in her career, she served in various roles of increasing responsibility with DaimlerChrysler AG and General Motors Company. Terrell is a director of UiPath Inc., a global software company, Fractal Analytics, a global provider of artificial intelligence and advanced analytics, and Switch, Inc, a global technology company.

“Karenann’s deep digital expertise, extensive technology experience and global perspective make her ideally suited to help guide Eaton’s growth in today’s increasingly digital environment,” said Craig Arnold, Eaton chairman and chief executive officer. “We are pleased to welcome her to the Board.”

Arnold continued, “With this appointment, we also continue our commitment to inclusive representation on our Board. Today, 80% of our directors are women or U.S. minorities, reflecting the diversity of our marketplace and our communities. At Eaton, we know having diverse teams drives strong performance and helps us attract the best talent.”

Eaton/Page 2

Eaton is an intelligent power management company dedicated to protecting the environment and improving the quality of life for people everywhere. We make products for the data center, utility, industrial, commercial, machine building, residential, aerospace and mobility markets. We are guided by our commitment to do business right, to operate sustainably and to help our customers manage power ─ today and well into the future. By capitalizing on the global growth trends of electrification and digitalization, we’re accelerating the planet’s transition to renewable energy sources, helping to solve the world’s most urgent power management challenges, and building a more sustainable society for people today and generations to come.

Eaton was founded in 1911 and has been listed on the New York Stock Exchange for more than a century. We reported revenues of $23.2 billion in 2023 and serve customers in more than 160 countries. For more information, visit www.eaton.com. Follow us on LinkedIn.

Contact:

Jennifer Tolhurst

+1 (440) 523-4006

jennifertolhurst@eaton.com

Document and Entity Information	Jul. 24, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 24, 2024
Entity File Number	000-54863
Entity Registrant Name	EATON CORPORATION plc
Entity Central Index Key	0001551182
Entity Incorporation, State or Country Code	L2
Entity Tax Identification Number	98-1059235
Entity Address, Address Line One	30 Pembroke Road
Entity Address, Address Line Two	Eaton House
Entity Address, City or Town	Dublin 4
Entity Address, Country	IE
Entity Address, Postal Zip Code	D04 Y0C2
City Area Code	353
Local Phone Number	1637 2900
Title of 12(b) Security	Ordinary shares ($0.01 par value)
Trading Symbol	ETN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false