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 23, 2025
 
EATON CORPORATION plc
 (Exact name of registrant as specified in its charter)

Ireland
000-54863
98-1059235
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

Eaton House, 30 Pembroke Road, Dublin 4, Ireland
D04 Y0C2
(Address of principal executive offices)
(Zip Code)

 
+353 1637 2900
  
 
(Registrant’s telephone number, including area code)
  

 
Not applicable
  
 
(Former name or former address, if changed since last report.)
  

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:
 
☐
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
Ordinary shares ($0.01 par value)
  
ETN
  
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 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 5.07
Submission of Matters to a Vote of Security Holders.

(a)(b) At the Annual General Meeting of Shareholders of the Company held on April 23, 2025, the items listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in more detail in the Company’s Proxy Statement for the 2025 Annual General Meeting of Shareholders, filed with the Securities and Exchange Commission on March 14, 2025. Each of the items was approved by the shareholders. The voting results for each proposal are set forth below.

Proposal 1 – Election of the twelve director nominees named in the proxy statement.

Each of the following individuals was elected as a director, based on the voting results shown below, to serve until the 2026 Annual General Meeting of Shareholders or until his or her successor is duly elected and qualified:

Director
  
For
  
Against
  
Abstain
  
Broker Non-
Votes
Craig Arnold
  
296,313,850
  
9,610,378
  
883,607
  
40,239,241
Silvio Napoli
  
304,800,163
  
908,971
  
1,098,701
  
40,239,241
Gregory R. Page
  
286,193,294
  
19,543,678
  
1,070,863
  
40,239,241
Sandra Pianalto
  
303,558,746
  
2,168,649
  
1,080,440
  
40,239,241
Robert V. Pragada
  
302,622,666
  
3,079,263
  
1,105,906
  
40,239,241
Paulo Ruiz
  
304,480,486
  
1,278,963
  
1,048,386
  
40,239,241
Lori J. Ryerkerk
  
297,497,140
  
8,239,161
  
1,071,534
  
40,239,241
Andre Schulten
  
304,890,202
  
813,961
  
1,103,672
  
40,239,241
Gerald B. Smith
  
289,397,202
  
16,162,401
  
1,248,232
  
40,239,241
Karenann Terrell
  
304,949,847
  
774,162
  
1,083,826
  
40,239,241
Dorothy C. Thompson
  
302,761,180
  
2,967,846
  
1,078,809
  
40,239,241
Darryl L. Wilson
  
302,563,487
  
2,992,899
  
1,251,449
  
40,239,241

Proposal 2 – Appointment of Ernst & Young LLP as independent auditor for 2025 and authorizing the Audit Committee of the Board of Directors to set its remuneration.

For
  
Against
  
Abstain
322,921,475
  
23,481,157
  
644,444

Proposal 3 – Advisory approval of the Company’s executive compensation.

For
  
Against
  
Abstain
  
Broker Non-Votes
285,077,494
  
20,710,365
  
1,019,976
  
40,239,241

Proposal 4 – Grant of Board authority to issue shares under Irish law.

For
  
Against
  
Abstain
335,817,842
  
10,126,182
  
1,103,052

Proposal 5 – Grant of Board authority to opt-out of pre-emption rights under Irish law.

For
  
Against
  
Abstain
322,616,280
  
22,700,535
  
1,730,261

Proposal 6 – Authorization to the Company and any subsidiary of the Company to make overseas market purchases of Company shares.

For
  
Against
  
Abstain
338,751,301
  
6,478,372
  
1,817,403

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: April 24, 2025
/s/ Lucy Clark Dougherty
 
Lucy Clark Dougherty
Executive Vice President and Chief Legal Officer