Document


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): April 25, 2018
 
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)
 
 
 
 
 
 
 

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))
 
 
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 5.07 Submission of Matters to a Vote of Security Holders.

(a)(b) At the Annual General Meeting of Shareholders of the Company held on April 25, 2018, the items listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in the Company’s Proxy Statement for the 2018 Annual General Meeting of Shareholders. Each of the items was approved by the shareholders. The voting results for each proposal are set forth below.

Item 1 - Electing the twelve director nominees named in the proxy statement.

Each of the following individuals was elected as a director, based on the voting results shown below, to serve until the 2018 Annual General Meeting of Shareholders or until his or her successor is duly elected and qualified:

Each of the following individuals was elected as a director, based on the voting results shown below, to serve until the 2018 Annual General Meeting of Shareholders or until his or her successor is duly elected and qualified:

Director
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Craig Arnold
 
320,861,657
 
17,509,407
 
1,913,420
 
46,116,477
Todd M. Bluedorn
 
281,149,184
 
57,887,505
 
1,247,795
 
46,116,477
Christopher M. Connor
 
333,493,902
 
6,107,443
 
683,139
 
46,116,477
Michael J. Critelli
 
328,558,312
 
11,015,395
 
710,777
 
46,116,477
Richard H. Fearon
 
316,519,188
 
23,119,963
 
645,333
 
46,116,477
Charles E. Golden
 
331,829,362
 
7,710,077
 
745,045
 
46,116,477
Arthur E. Johnson
 
334,506,340
 
5,008,592
 
769,552
 
46,116,477
Deborah L. McCoy
 
330,053,479
 
9,401,422
 
829,583
 
46,116,477
Gregory R. Page
 
326,833,488
 
12,564,309
 
886,687
 
46,116,477
Sandra Pianalto
 
327,738,202
 
11,933,203
 
613,079
 
46,116,477
Gerald B. Smith
 
337,348,113
 
2,117,825
 
818,546
 
46,116,477
Dorothy C. Thompson
 
338,136,350
 
1,506,480
 
641,654
 
46,116,477

Item 2 - Appointment of Ernst & Young LLP as independent auditor for 2018 and authorizing the Audit Committee of the Board of Directors to set its remuneration.
For
 
Against
 
Abstain
372,810,897
 
13,141,504
 
448,560
 
Item 3 - Advisory approval of the Company’s executive compensation. 
For
 
Against
 
Abstain
 
Broker Non-Votes
320,712,367
 
17,425,630
 
2,146,487
 
46,116,477

Item 4 - Grant of Board authority to issue shares under Irish law.
For
 
Against
 
Abstain
377,023,866
 
7,682,214
 
1,694,881

Item 5 - Grant of Board authority to opt-out of pre-emption rights under Irish law.
For
 
Against
 
Abstain
371,432,979
 
12,238,334
 
2,729,648

Item 6 - Authorization to the Company and or any subsidiary of the Company to make overseas market purchases of Company shares.
For
 
Against
 
Abstain
374,953,394
 
8,835,763
 
2,611,804




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: April 30, 2018
By:
/s/ Thomas E. Moran
 
 
Thomas E. Moran
 
 
Senior Vice President and Secretary