Eaton Corp plc 8-K, filed May 4, 2021
Eaton Corp plc (ETN)
8-K
2021-05-04
For: 2021-04-28
View Original
Added on
April 08, 2026
About this 8-K
Eaton Corp plc filed this 8-K on May 4, 2021, reporting on events of April 28, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
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 28, 2021
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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 | ||||||||
| 10.2 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: | May 4, 2021 | By: | /s/ April Miller Boise | ||||||||
| April Miller Boise | |||||||||||
| Executive Vice President and General Counsel | |||||||||||
EXHIBIT 99.1
 | Eaton Communications Eaton Center Cleveland, OH 44122 tel: +1 (440) 523-4006 jennifertolhurst@eaton.com |  | ||||||
| Date | April 28, 2021 | ||||
| For Release | Immediately | ||||
| Contact | Jennifer Tolhurst, Media Relations, +1 (440) 523-4006 | ||||
Darryl Wilson and Robert Pragada elected to Eaton’s Board of Directors; Michael J. Critelli retires from the Board
DUBLIN, Ireland … Power management company Eaton (NYSE:ETN) today announced that Darryl Wilson and Robert (Bob) Pragada have been elected to the company’s Board of Directors effective April 28, 2021.
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. Prior to founding the organization in 2018, Wilson worked for more than 25 years in global leadership roles at General Electric Company. During that time, he held a number of leadership positions of increasing responsibility including vice president of commercial, GE Power division, vice president and chief commercial officer of GE Energy Connections, and president and chief executive officer of GE Aeroderivative Gas Turbines.
Pragada is the president and chief operating officer of Jacobs Engineering Group (NYSE:J), a professional and technical solutions company that provides consulting, technical, scientific and project delivery services for the government and private sector. In this role, he has executive oversight of the company’s global operations, which consist of the Aerospace, Technology, and Nuclear, and Buildings, Infrastructure and Advanced Facilities lines of business. Pragada has also previously served as president and chief executive officer of The Brock Group, Inc.
“Darryl and Bob bring extensive experience in the power, industrial and technology sectors, as well as a global perspective that will make them both valuable additions to Eaton,” said Craig Arnold, Eaton chairman and chief executive officer. “We are pleased to welcome them to the Board.”
Arnold continued, “These appointments also mark a milestone in the evolution of our Board, with two-thirds of our directors now women or U.S. minorities. At Eaton, we know having diverse teams drives innovation, growth, and strong performance. Our commitment to inclusion and diversity is also reflected in the strength of our global leadership team, more than half of whom are U.S. minorities.”
Wilson and Pragada succeed Michael J. Critelli who has reached the mandatory retirement age for directors and Richard H. Fearon who retired from the Board on March 31, 2021, having reached the mandatory retirement age for officers.
“I’d like to thank Rick and Mike for their many years of extraordinary service to Eaton,” said Arnold. “They have both made a meaningful and lasting impact on the organization, and we wish them the best for the future.”
Eaton’s mission is to improve the quality of life and the environment through the use of power management technologies and services. We provide sustainable solutions that help our customers effectively manage electrical, hydraulic, and mechanical power – more safely, more efficiently, and more reliably. Eaton’s 2020 revenues were $17.9 billion, and we sell products to customers in more than 175 countries. We have approximately 92,000 employees. For more information, visit Eaton.com.
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