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): June 8, 2016
____________________________________
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 06032-2568
(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 June 8, 2016, the Board of Directors of United Technologies Corporation (the “Company”), elected retired U.S. Army General Lloyd J. Austin III as a director of the Company, effective as of September 1, 2016. In connection with General Austin’s election, the Board increased its size from 13 to 14 directors, and he will join the Board to fill the resulting vacancy.
The Board has determined that General Austin is an independent director under the New York Stock Exchange listing standards and the Company's independence guidelines, as set forth in its Governance Guidelines.
General Austin will participate in the compensation program for non-employee directors as described on pages 22 and 23 of the Company’s Proxy Statement for its Annual Meeting of Shareowners held on April 25, 2016 (filed with the Securities and Exchange Commission on March 15, 2016).
The Board has appointed General Austin to the Finance Committee and the Committee on Governance and Public Policy.
A copy of the Company’s press release announcing the election of General Austin 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 June 8, 2016, 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: June 8, 2016 | By: | /S/ PETER J. GRABER-LIPPERMAN |
Peter J. Graber-Lipperman | ||
Corporate Vice President, Secretary and Associate General Counsel | ||
EXHIBIT INDEX
Exhibit Number | Exhibit Description |
99.1 | Press release, dated June 8, 2016, issued by the Company. |
Exhibit 99.1
General Lloyd J. Austin III, Former Commander of U.S. Central Command, to Join
United Technologies Board of Directors
FARMINGTON, Conn., June 8, 2016 - Retired U.S. Army Gen. Lloyd J. Austin III, former commander of U.S. Central Command, today was elected to the United Technologies Corp. (NYSE: UTX) Board of Directors, effective Sept. 1, 2016. He joins 13 other board members, 12 of whom are independent.
Austin, 62, retired from the U.S. Army in May after a nearly 41-year military career that included service in a wide range of command and staff positions, including as commander of United States Forces-Iraq from September 2010 through the completion of Operation New Dawn in December 2011. He then served as the 33rd Vice Chief of Staff of the Army. His most recent assignment was as the commanding general for U.S. Central Command responsible for the 20-country Central Region that includes Iraq, Syria, Iran, Afghanistan, Pakistan, Egypt, and Saudi Arabia.
“General Austin is renowned for his distinguished character, exceptional leadership skills and deep understanding of national security issues, international relations and the challenges facing the global community,” said UTC President and Chief Executive Officer Gregory Hayes. “I look forward to working closely with him as UTC continues to build long-term shareholder value.”
“Leadership and service have been hallmarks of Lloyd’s outstanding military career,” said UTC Board of Directors non-executive Chairman Edward A. Kangas. “We are delighted to welcome Lloyd to our board.”
Austin is a 1975 graduate of the U.S. Military Academy at West Point, N.Y., where he earned a bachelor of science degree. He also holds a master's degree in education from Auburn University and a master's degree in business management from Webster University. In addition, Austin’s numerous awards and decorations for his military service include five Defense Distinguished Service Medals, the Silver Star and the Legion of Merit.
United Technologies Corp., based in Farmington, Connecticut, provides high-technology systems and services to the building and aerospace industries.
# # #