Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

On April 27, 2022, the registrant adopted a revised form Change of Control Agreement and, as a result, entered into new Change of Control Agreements with each of the Named Executive Officers and other eligible officers (the "New Agreements"). The New Agreements supersede and replace the prior Change of Control Agreements previously in effect (the "Prior Agreements") between the Company and such officers. Like the Prior Agreements, the New Agreements provide for payments and benefits in the event of a termination of employment in the context of a change of control of the registrant. The New Agreements remove certain fringe benefits and expand the definition of Cause (as defined therein) to include (i) pleading guilty or nolo contendere to, or being convicted of any felony or any crime involving moral turpitude, dishonesty, fraud or unethical business conduct; (ii) a material violation of the Code of Ethics or other applicable policies or procedures; and (iii) willful misconduct which is materially detrimental to the financial condition or business reputation of the company.

The summary of the New Agreements set forth above in this Form 8-K is qualified in its entirety by reference to the full text of the form of Change of Control Agreement filed herewith as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

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 27, 2022, 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 2022 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 ten 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 2023 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            293,121,661   24,652,045   1,372,478   35,690,236
Christopher M. Connor   298,728,862   19,586,245   831,077     35,690,236
Olivier Leonetti        316,167,396   2,355,406    623,382     35,690,236
Deborah L. McCoy        302,389,523   15,956,994   799,667     35,690,236
Silvio Napoli           311,471,520   6,978,143    696,521     35,690,236
Gregory R. Page         280,485,579   37,861,928   798,677     35,690,236
Sandra Pianalto         316,112,801   2,477,399    555,984     35,690,236
Robert V. Pragada       313,200,087   5,190,640    755,457     35,690,236
Lori J. Ryerkerk        311,988,628   6,475,331    682,225     35,690,236
Gerald B. Smith         309,103,257   9,094,494    948,433     35,690,236
Dorothy C. Thompson     307,106,190   6,631,869    5,408,125   35,690,236
Darryl L. Wilson        312,528,575   5,660,161    957,448     35,690,236

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Item 2 - Appointment of Ernst & Young LLP as independent auditor for 2022 and authorizing the Audit Committee of the Board of Directors to set its remuneration.

For           Against      Abstain
339,295,646   14,990,296   550,478

Item 3 - Advisory approval of the Company's executive compensation.

For           Against      Abstain     Broker Non-Votes
295,069,823   22,831,549   1,244,812   35,690,236

Item 4 - Grant of Board authority to issue shares under Irish law.

For           Against     Abstain
344,092,783   9,785,860   957,777

Item 5 - Grant of Board authority to opt-out of pre-emption rights under Irish law.

For           Against     Abstain
345,488,781   7,364,562   1,983,077

Item 6 - Authorization to the Company and or any subsidiary of the Company to make overseas market purchases of Company shares.

For           Against     Abstain
347,395,345   6,313,665   1,127,410

Item 7 - Approval of a capitalization and related capital reduction to create distributable reserves under Irish law.

For           Against     Abstain

351,057,375 1,943,192 1,835,853

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits
  10.1   Form Change of Control Agreement between Eaton Corporation plc and each
         officer thereof

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