Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
1. Michael J. Critelli retired from the Board of Directors effective April 28,
2021, prior to the Annual General Meeting of Eaton Corporation plc (the
"Company"), having reached retirement age under the Board of Directors
Governance Guidelines.
2. On April 28, 2021, the Board of Directors of the Company expanded its size
to twelve members and appointed two new directors to the Board, Robert Pragada
and Darryl Wilson. The appointments are effective April 28, 2021.
Mr. Pragada is the President and Chief Operating Officer of Jacobs Engineering
Group, a professional and technical solutions company that provides consulting,
technical, scientific and project delivery services for the government and
private sector. Mr. Pragada was appointed by the Company's Board of Directors to
the Finance Committee, Compensation & Organization Committee, and the newly
established Innovation & Technology Committee.
Mr. Wilson is the Founder, Chairman and President of The Wilson Collective, a
business advisory and investment firm that invests in startup companies and
provides advisory services to clients in the power generation, industrial,
material supply and consumer segments. Mr. Wilson was appointed by the Company's
Board of Directors to the Audit Committee and Governance Committee.
Mr. Pragada and Mr. Wilson will each receive compensation pursuant to the
Company's standard arrangements for directors as described in its Proxy
Statement for the 2021 Annual General Meeting of Shareholders.
Each of the Company and its wholly owned subsidiary, Eaton Corporation
("Eaton"), have entered into Indemnification Agreements with Mr. Pragada and Mr.
Wilson, respectively, in the same form as with other directors of the Company.
The form indemnification agreements provide that, to the fullest extent
permitted by law, the Company and/or Eaton will indemnify each director against
expenses (including attorneys' fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred by the director in connection with
any claim against the director as a result of the director's service as a member
of the Board. The summaries of the material terms of the form indemnification
agreements set forth above are qualified in their entirety by reference to the
full text of the applicable agreements. (See Exhibits 10.1 and 10.2,
respectively, to this Report, which are incorporated herein by reference.)
Mr. Pragada's company, Jacobs Engineering Group, purchased, in the ordinary
course of business, approximately $1,177,000 worth of products from Eaton since
the beginning of 2020. There are no related party transactions involving Mr.
Wilson that would require disclosure pursuant to Regulation S-K Item 404(a).
There are no arrangements or understandings between Mr. Pragada or Mr. Wilson,
respectively, and any other persons pursuant to which either of them was
selected as a director of the Company.
A copy of the press release issued by the Company on April 28, 2021 is included
as Exhibit 99.1 to this Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Item Exhibit
10.1 Form of Indemnification Agreement between the Company and each of the
non-employee directors of the Company, incorporated herein by reference to
Exhibit 10.BB to the Company's 10-K filed for the year ending December 31,
2012.
10.2 Form of Indemnification Agreement II between Eaton Corporation and each of the
non-employee directors of the Company and Officers of Eaton Corporation,
incorporated herein by reference to Exhibit 10.CC to the Company's 10-K filed
for the year ending December 31, 2012.
99.1 Press Release issued April 28, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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