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): December 9, 2015
____________________________________
UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________
|
|
|
|
Delaware
|
1-812
|
06-0570975
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
10 Farm Springs Road
Farmington, Connecticut 06032
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code
(860) 728-7000
N/A
(Former name or former address, if changed since last report)
____________________________________
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))
|
Section 5 - Corporate Governance and Management
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|
(d) |
On December 9, 2015, the Board of Directors of United Technologies Corporation (the "Company"), elected Brian C. Rogers and Frederic G. Reynolds as directors of the Company, effective as of January 1, 2016. In connection with Mr. Rogers' and Mr. Reynolds' elections, the Board increased its size from 11 to 13 directors, and they will join the Board to fill the resulting vacancies. |
The Board has determined that both Mr. Rogers and Mr. Reynolds are independent directors under the New York Stock Exchange listing standards and the Company's independence guidelines, as set forth in its Governance Guidelines.
Mr. Rogers and Mr. Reynolds will participate in the compensation program for non-employee directors as described on pages 17 and 18 of the Company's Proxy Statement for its Annual Meeting of Shareowners held on April 27, 2015 (filed with the Securities and Exchange Commission on March 13, 2015).
The Board has not yet appointed either Mr. Rogers or Mr. Reynolds to any Board Committees.
A copy of the Company's press release announcing the election of Mr. Rogers and Mr. Reynolds is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
|
Exhibit Description
|
99.1
|
Press release, dated December 10, 2015, issued by the Company.
|
SIGNATURES
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.
|
|
|
|
UNITED TECHNOLOGIES CORPORATION
|
|
(Registrant)
|
|
|
|
Date: December 10, 2015
|
By:
|
/s/ Peter J. Graber-Lipperman |
|
|
Peter J. Graber-Lipperman
|
|
|
Corporate Vice President, Secretary & Associate General Counsel
|
EXHIBIT INDEX
Exhibit
Number
|
Exhibit Description
|
99.1
|
Press release, dated December 10, 2015, issued by United Technologies Corporation.
|
|
Exhibit 99.1 |
Contact: John Moran
|
FOR IMMEDIATE RELEASE
|
(860) 728-7062
|
www.utc.com
|
BRIAN C. ROGERS, T. ROWE PRICE CHAIRMAN,
AND FREDRIC G. REYNOLDS, FORMER CBS EXECUTIVE,
JOIN UNITED TECHNOLOGIES BOARD OF DIRECTORS
FARMINGTON, Conn., Dec. 10, 2015 – United Technologies Corp. (NYSE: UTX) today announced Brian C. Rogers, Chairman of global investment management firm T. Rowe Price Group Inc., and Fredric G. Reynolds, former Chief Financial Officer of CBS Corporation, have been elected to UTC's Board of Directors, effective Jan. 1. They join 11 other board members, 10 of whom are independent.
"Brian and Fred are widely respected throughout the business world for their financial expertise and clear understanding of investor interests and how great companies are run," said Edward A. Kangas, non-executive Chairman of UTC's Board of Directors. "We welcome them to our board as we continue building long-term sustainable value for UTC shareholders."
Rogers, 60, has 36 years of investment experience, 33 of which have been at T. Rowe Price Group. He has served as Chairman of the Price Group board since 2007 and as the company's Chief Investment Officer since 2004. He managed one of the firm's biggest funds, the T. Rowe Price Equity Income Fund, for 30 years. T. Rowe Price is a global investment management organization that provides a broad array of mutual funds, subadvisory services, and separate account management for individual and institutional investors, retirement plans, and financial intermediaries.
Reynolds, 65, served as Executive Vice President and Chief Financial Officer of CBS Corporation from January 2006 until his retirement in August 2009. Earlier, he served as President and CEO of Viacom Television Stations group; as Executive Vice President and Chief Financial Officer of Viacom Inc.; as Executive Vice President and Chief Financial Officer of CBS Corp. and its predecessor, Westinghouse Electric Corporation; and at PepsiCo Inc. for 13 years in various financial roles, including Chief Financial Officer. He is currently a director of Hess Corporation and Mondelez International, and previously served on the board of AOL Inc.
United Technologies Corp., based in Farmington, Connecticut, provides high-technology systems and services to the building and aerospace industries worldwide. To learn more about UTC, visit the website at www.utc.com or follow the company on Twitter: @UTC
UTC-IR
# # #