ETN 8-K
Eaton Corp plc (ETN)
8-K
2024-08-12
For: 2024-08-08
View Original
Added on
April 08, 2026
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): August 8, 2024
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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
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On August 8, 2024, the Board of Directors of Eaton Corporation plc (the “Company”) expanded its size to eleven members and elected Paulo Ruiz to the
Board, effective September 2, 2024. Mr. Ruiz was also appointed President and Chief Operating Officer of Eaton Corporation, a subsidiary of the Company (“Eaton”), effective the same date. On August 12, 2024 it was announced that Mr. Ruiz will
succeed Mr. Arnold as Chief Executive Officer of Eaton on June 1, 2025 after Mr. Arnold reaches mandatory retirement age. Mr. Ruiz has been serving as the President and Chief Operating Officer –Industrial Sector of Eaton since July 5, 2022. He will
continue to serve in that role. Prior to that, he was President Energy Solutions and Services and Hydraulics Group President, both of Eaton, from August 2021 and April 2019, respectively.
There are no arrangements or understandings between Mr. Ruiz and any other persons pursuant to which he was selected as a director of the Company. He
will serve as a director until the 2025 Annual General Meeting of Shareholders, at which time it is expected that he will be nominated for re-election.
As Eaton’s President and Chief Operating Officer his base salary will increase to $1,000,000 per year, a portion of which will be allocated to director’s
fees pursuant to Irish regulations. Also, he will receive an increase in his short-term incentive target opportunity under the Company’s Executive Incentive Compensation Plan, which pays out annually. His new target opportunity under this plan
will be 125% of his base salary, pro-rated through the end of 2024. He will continue to be compensated in accordance with Eaton’s previously disclosed compensation plans for its executives. For a more detailed discussion of these plans, please see
the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 15, 2024.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Exhibit Description
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Press Release of Eaton Corporation plc dated August 12, 2024
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Eaton Corporation plc
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Date: August 12, 2024
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/s/ Taras G. Szmagala
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Taras G. Szmagala
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Executive Vice President and Chief Legal Officer
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Exhibit 99.1
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Eaton Communications
Eaton Center
Cleveland, OH 44122
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Date
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August 12, 2024
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Eaton names Paulo Ruiz president and COO effective September 2, 2024; Ruiz to succeed Craig Arnold as CEO on June 1, 2025
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Appointment follows Arnold’s planned retirement effective May 31, 2025
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DUBLIN – The Board of Directors of intelligent power management company Eaton (NYSE:ETN) today named Paulo Ruiz president and chief operating officer of Eaton and a
member of the board of directors, effective September 2, 2024. Ruiz will be appointed chief executive officer of Eaton on June 1, 2025. He succeeds Craig Arnold, who will retire on May 31, 2025, having reached Eaton’s mandatory officer retirement
age of 65. Mr. Arnold has been Eaton’s chairman and chief executive officer since June 2016.
Additionally, effective June 1, 2025, Gregory R. Page will become the non-executive chair of the Eaton Board of Directors.
“Our entire board is thrilled to congratulate Paulo on his promotion,” said Page. “Eaton’s strong position today is due to the mission-driven culture, strategic
direction, and operational excellence that define the company. Paulo’s deep operations expertise and strong global manufacturing background make him uniquely qualified to lead Eaton through the next phase of the company’s growth.”
“Paulo’s experience overseeing critical aspects of our portfolio transformation and driving profitability in our operations has been critical in positioning our company
for sustained growth,” said Arnold. “I’m proud to work with him and our team of passionate leaders to guide Eaton through this inflection point in our company’s long history. I have full confidence in Paulo’s ability to lead the enterprise into
the future.”
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Eaton/Page 2
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Paulo Ruiz, 49, has been president and chief operating officer of the Industrial Sector since July 2022. In this role, Ruiz is responsible for the company’s Aerospace,
Vehicle, eMobility, Filtration and Golf Pride businesses, as well as the company’s operations in the Asia-Pacific, Central and South American regions. Previously, Paulo was president of the company’s Americas region of the Energy Solutions and
Services business and president of the company’s Hydraulics Group. Before joining Eaton in 2019, Ruiz served in various strategic positions worldwide with Siemens, including chief executive officer of Dresser–Rand – A Siemens Business and
operations, commercial and engineering positions at Fiat.
Ruiz has a master’s degree in business management from Fundação Dom Cabral in Brazil and a bachelor’s degree in electrical engineering from FEI in São Paulo, Brazil. He
also completed the post-MBA program at Kellogg School of Management at Fundação Dom Cabral and the Graduate Development Programme with Isvor Fiat in Turin, Italy.
During the transition period, Ruiz will continue to oversee the company’s Industrial Sector, and Heath Monesmith will remain the leader of its Electrical Sector.
“Together, Paulo and Heath bring an extraordinary combination of skills and leadership that are exactly
what Eaton needs to accelerate our transformation into the world’s leading power management company,” Arnold said. “We have a deep bench and a strong team of leaders who are poised to guide our enterprise in the years to come.”
Media Resources:
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Craig Arnold biography: https://www.eaton.com/us/en-us/company/about-us/leadership-team/corporate-officers/craig-arnold.html
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Paulo Ruiz biography: https://www.eaton.com/us/en-us/company/about-us/leadership-team/corporate-officers/paulo-ruiz.html
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Eaton Board of Directors: https://www.eaton.com/us/en-us/company/about-us/leadership-team/board-of-directors.html
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Eaton/Page 3
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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
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