8-K - ROK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 8, 2020 (April 8, 2020)

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Rockwell Automation, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	1-12383	25-1797617
(State or other jurisdiction <br>of incorporation)	(Commission <br>File Number)	(IRS Employer <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)

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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 Symbol	Name of each exchange 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 2.02.	Results of Operations and Financial Condition.

Registrant's press release dated April 8, 2020, providing business updates related to the impact of the COVID-19 pandemic, is furnished herewith as Exhibit 99 and is incorporated herein by reference.

The information in this Item 2.02 and in Exhibit 99 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing made by Registrant under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference in such filing.

| Item 9.01. | Financial Statements and Exhibits. | | --- | --- || Exhibit Number | Description | | --- | --- | | 99 | Press Release of Registrant dated April 8, 2020. | | 104 | Cover Page Interactive Data File, formatted in inline XBRL. |

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 Legal Officer<br><br>and Secretary

Date: April 8, 2020

		Exhibit

Exhibit 99

Rockwell Automation Provides COVID-19 Business Update

Company to Report Fiscal 2020 Second Quarter Results on April 28

MILWAUKEE - April 8, 2020 — Rockwell Automation, Inc. (NYSE: ROK) today provided an update on actions it is taking to align costs with anticipated market conditions in light of the COVID-19 pandemic.

“Our first priority is the well-being of all our employees, and we are taking significant steps to keep our people healthy and safe at this time,” said Blake Moret, chairman and chief executive officer. “The COVID-19 pandemic has created unprecedented challenges, and I have never been prouder of the efforts of our employees and partners. Their dedication is helping to ensure that our customers in the life sciences, food and beverage, and personal care industries are able to deliver the products that are critical to so many people and companies around the world.”

“Rockwell Automation operates from a strong financial position. While our fiscal second quarter sales held up well despite significant pressure from China in the quarter, we expect that as COVID-19 impacts more countries and economies, we will face lower demand in many of our served industries for a period of time. As a result, we are taking preemptive actions to align the company’s cost structure with this environment. We are doing so in a way that minimizes workforce reductions and enables us to continue making strategic investments in technology and domain expertise that are important to Rockwell Automation’s success over the long-term,” continued Moret.

In response to the COVID-19 pandemic, Rockwell Automation currently anticipates no payout for its incentive compensation plans for fiscal 2020, is eliminating discretionary spend across the organization, and is instituting other temporary cost actions that will be effective in most worldwide locations by the beginning of May. Efforts include:

•	A 25% salary reduction for chairman and CEO Blake Moret, 15% salary reductions for all Senior Vice Presidents, and 7.5% salary reductions for all other non-manufacturing employees around the world. The Board of Directors has also reduced its cash fees by 50%. Manufacturing associates are not impacted by the temporary pay reductions and are receiving a one-time additional payment in recognition of their work in serving our customers during this difficult time.
•	The company match will be suspended for U.S. employees participating in the 401(k) retirement savings plan.
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A 25% salary reduction for chairman and CEO Blake Moret, 15% salary reductions for all Senior Vice Presidents, and 7.5% salary reductions for all other non-manufacturing employees around the world. The Board of Directors has also reduced its cash fees by 50%. Manufacturing associates are not impacted by the temporary pay reductions and are receiving a one-time additional payment in recognition of their work in serving our customers during this difficult time.

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The company match will be suspended for U.S. employees participating in the 401(k) retirement savings plan.

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We plan to reverse these actions as soon as possible as markets recover.

Rockwell Automation will release its second quarter fiscal 2020 results and will provide an update to its fiscal year 2020 outlook, including the impact of its temporary cost reduction actions, on Tuesday, April 28, 2020, before the market opens. The release will be posted on the Rockwell Automation website at www.rockwellautomation.com.

A conference call to discuss the quarterly results will be held at 8:30 a.m. Eastern Time on April 28, 2020. This call will be audio webcast and accessible on the Rockwell Automation website. Presentation materials will also be available on the website prior to the call.

Interested parties can access the conference call by dialing the following numbers: (833) 236-2747 in the U.S. and Canada; (647) 689-4172 for other countries. Use the following passcode: 6567816. Please dial in 10 minutes prior to the start of the call.

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This news release contains statements (including certain projections and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “project”, “plan”, “expect”, “anticipate”, “will”, “intend” and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, many of which are beyond our control, including but not limited to the duration and severity of the COVID-19 pandemic and the disruption to our business and the global economy caused by it, including (i) its effects on demand for our and our customers’ products, solutions and services, (ii) its effect on our and our business partners’ and customers’ supply chains, workforce (including the inability of our and our business partners’ and customers’ personnel to travel), asset values, liquidity and spending, and (iii) the impact of facility closures, furloughs and other actions taken by our business partners and customers in response to the COVID-19 outbreak, and other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.

About Rockwell Automation

Rockwell Automation, Inc. (NYSE: ROK), is a global leader in industrial automation and digital transformation. We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and more sustainable. Headquartered in Milwaukee, Wisconsin, Rockwell Automation employs approximately 23,000 problem solvers dedicated to our customers in more than 100 countries. To learn more about how we are bringing The Connected Enterprise to life across industrial enterprises, visit www.rockwellautomation.com.

Contact:

Jessica Kourakos

Head of Investor Relations

+1 414-382-8510

JKourak@ra.rockwell.com

Kolve Byrd

External Communications

+1 414-382-5465

KAByrd@ra.rockwell.com