Form 8-K

 

 

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 14, 2010

 

 

UNITED TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-812   06-0570975

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

One Financial Plaza

Hartford, Connecticut 06103

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code

(860) 728-7000

N/A

(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))

 

 

 


Section 2—Corporate Governance and Management

 

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

United Technologies Corporation (“UTC”) held its Annual Meeting of Shareowners on April 14, 2010. As of February 16, 2010, the record date for the meeting, 936,413,635 shares of UTC Common Stock were issued and outstanding. A quorum of 805,220,959 shares of Common Stock were present or represented at the meeting.

The following individuals were nominated and elected to serve as directors:

Louis R. Chênevert, John V. Faraci, Jean-Pierre Garnier, Jamie S. Gorelick, Carlos M. Gutierrez, Edward A. Kangas, Charles R. Lee, Richard D. McCormick, Harold McGraw III, Richard B. Myers, H. Patrick Swygert, André Villeneuve, and Christine Todd Whitman.

The Shareowners voted on the matters below as follows:

 

1) Election of Directors. The voting results for each of the nominees were as follows:

 

Nominee

   Votes For    Votes
Withheld
   Broker
Non-Votes

Louis R. Chênevert

   705,900,415    21,417,118    77,903,426

John V. Faraci

   700,289,736    27,027,797    77,903,426

Jean-Pierre Garnier

   713,006,271    14,311,262    77,903,426

Jamie S. Gorelick

   717,859,776    9,457,756    77,903,426

Carlos M. Gutierrez

   722,066,507    5,251,026    77,903,426

Edward A. Kangas

   702,654,858    24,662,675    77,903,426

Charles R. Lee

   701,885,251    25,432,282    77,903,426

Richard D. McCormick

   718,475,394    8,842,139    77,903,426

Harold McGraw III

   686,056,912    41,260,621    77,903,426

Richard B. Myers

   714,506,153    12,811,380    77,903,426

H. Patrick Swygert

   694,179,227    33,138,306    77,903,426

André Villeneuve

   716,728,464    10,589,069    77,903,426

Christine Todd Whitman

   722,109,883    5,207,650    77,903,426

 

2) A proposal of the Audit Committee and the Board of Directors to re-appoint the firm of PricewaterhouseCoopers LLP to serve as Independent Auditor until the next Annual Meeting of Shareowners in 2011. A total of 792,969,578 shares were voted for and 10,315,363 shares were voted against this proposal. The holders of 1,936,018 shares abstained from voting.

 

3) A shareowner proposal recommending that the Board of Directors adopt a policy requiring that the proxy statement include a management proposal seeking an advisory vote of shareholders to ratify and approve the report of the Committee on Compensation and Executive Development and the executive compensation policies and practices described in the Compensation Discussion and Analysis. A total of 292,607,605 shares were voted for and 392,581,247 shares were voted against this proposal. The holders of 42,128,481 shares abstained from voting and there were 77,903,626 broker non-votes.


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.

 

 

UNITED TECHNOLOGIES CORPORATION

(Registrant)

  By:  

/S/    KATHLEEN M. HOPKO        

Date: April 19, 2010     Kathleen M. Hopko
   

Vice President, Secretary and Associate General

Counsel