8-K
Rockwell Automation, Inc (ROK)
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): November 21, 2023 (November 16, 2023)
Rockwell Automation, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12383 | 25-1797617 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
1201 South Second Street
Milwaukee, Wisconsin 53204
(Address of principal executive offices, including zip code)
+1 (414) 382-2000
(Registrant’s telephone number, including area code)
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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock ($1.00 par value) | ROK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
| ☐ | 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. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On November 16, 2023, Steven R. Kalmanson notified the Board of Directors (the “Board”) of Rockwell Automation, Inc. (the “Company”) that he plans to retire and not stand for re-election as director at the Annual Meeting of Shareowners to be held on February 6, 2024 (the “Annual Meeting”). Mr. Kalmanson will continue to serve on the Board for the remainder of his current term, which expires immediately before the Annual Meeting.
In connection with Mr. Kalmanson’s planned retirement, the Board took action to reduce the number of directors of the Company from eleven to ten in accordance with the Company’s Restated Certificate of Incorporation and By-laws, effective immediately before the Annual Meeting.
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.
| ROCKWELL AUTOMATION, INC. | |
|---|---|
| (Registrant) | |
| By | /s/ Rebecca W. House |
| Rebecca W. House | |
| Senior Vice President, Chief People and Legal Officer and Secretary |
Date: November 21, 2023