Rockwell Automation, Inc 8-K, filed Oct 19, 2020
Rockwell Automation, Inc (ROK)
About this 8-K
Rockwell Automation, Inc filed this 8-K on October 19, 2020, reporting on events of October 13, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 19, 2020 (
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers |
On October 13, 2020, Patrick P. Goris resigned as Senior Vice President and Chief Financial Officer of Rockwell Automation, Inc. (the “Company”) effective November 13, 2020. On October 16, 2020, the Company’s Board of Directors elected Steven W. Etzel as Senior Vice President and Chief Financial Officer of the Company on an interim basis effective November 13, 2020. Mr. Etzel, age 60, has served as Vice President, Finance of the Company since October 1, 2020 after having served as the Company’s Vice President and Treasurer since November 2007. Mr. Etzel has held various roles within the Company’s Finance organization since joining the Company in 1990, including Vice President, risk management and financial planning, Vice President, investor relations, and Director, finance.
On October 16, 2020, the Compensation Committee of our Board of Directors approved new compensation arrangements for Mr. Etzel as the Company’s interim Senior Vice President and Chief Financial Officer. Mr. Etzel will receive an annual salary of $600,000, effective November 13, 2020, and, on November 13, 2020, an award of restricted stock units with a value of $600,000 payable in shares of our common stock upon his retirement from the Company. The specific number of restricted stock units to be awarded will be determined on November 13, 2020 based on the closing price of our common stock on the New York Stock Exchange on that date. In addition, Mr. Etzel will receive an annual incentive bonus of $480,000 upon his retirement from the Company.
The Compensation Committee also approved a change of control agreement between the Company and Steven W. Etzel to be entered into on November 13, 2020. The agreement becomes effective if there is a change of control of the Company on or after November 13, 2020 and before October 1, 2022. The terms and conditions set forth in the agreement are substantially the same as those set forth in the form of change of control agreement dated as of September 30, 2019 for certain officers previously filed by the Company with the Securities and Exchange Commission. In addition, the Compensation Committee approved a letter agreement between the Company and Steven W. Etzel to be entered into on November 13, 2020 with respect to the reimbursement of certain compensation in the event of certain restatements of the Company’s financial statements. The terms and conditions set forth in the letter agreement are substantially the same as those set forth in the letter agreement dated February 7, 2017 between the Company and Patrick P. Goris previously filed by the Company with the Securities and Exchange Commission.
The selection of Mr. Etzel to serve as interim Senior Vice President and Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no transactions between Mr. Etzel and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
On October 19, 2020, the Company issued a press release announcing these leadership changes. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99 | Press release of Registrant dated October 19, 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 Administrative and Legal Officer and Secretary | ||
Date: October 19, 2020
Exhibit 99
Rockwell Automation Announces CFO Transition
MILWAUKEE – October 19, 2020 – Rockwell Automation, Inc. (NYSE: ROK) today announced that its Chief Financial Officer, Patrick Goris, has notified the Company of his decision to accept a CFO role at Carrier Global Corporation. Goris has worked at Rockwell for 14 years and will continue to serve as Rockwell’s CFO until November 13, 2020.
“On behalf of the entire Rockwell team, I want to thank Patrick for his contributions and service to the Company. During his tenure as CFO the Company has continued its legacy of delivering superior returns to shareowners, and he has helped build a solid foundation for expanding our value. We wish him the very best as he begins this next chapter,” said Blake Moret, Chairman & CEO of Rockwell Automation.
Steve Etzel, who currently serves as vice president, finance, will assume the interim CFO role upon Goris’ departure. Etzel has worked at Rockwell for more than 30 years in various finance roles, including vice president, risk management and financial planning, and vice president, treasurer and investor relations. The Company has initiated a search process considering internal and external candidates to identify a permanent CFO.
“Steve is a deeply knowledgeable finance veteran and the ideal person to lead a seamless transition as we work to identify the right executive to serve as our permanent CFO. The Board of Directors and I have the utmost confidence in Steve, both for his financial experience and his institutional knowledge,” continued Moret.
Goris said, “It took a unique opportunity for me to pursue this change. It has been very rewarding to work with Blake and the rest of the very talented Rockwell leadership team to build on the Company’s long record of innovation. We have a strong and talented team across the finance organization, and I am confident Rockwell will continue to create significant, sustainable value for our customers and shareowners.”
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.
Jessica Kourakos
Investor Relations
Rockwell Automation
+1 414-382-8510
Marci Pelzer
Global External Communications
Rockwell Automation
+1 414-687-8441