UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 8-K | ||
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2020 (April 27, 2020)
RAYTHEON TECHNOLOGIES CORPORATION
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-00812 | 06-0570975 | ||||||
| (State or other jurisdictionof incorporation) | (CommissionFile Number) | (IRS EmployerIdentification No.) | ||||||
| 870 Winter StreetWaltham, Massachusetts 02451 | |||||
| (Address of principal executive offices, including zip code) | |||||
|
(Registrant’s telephone number, including area code)
(781) 522-3000
|
|||||
| (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))
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.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock ($1 par value) | RTX | New York Stock Exchange | ||||||
| (CUSIP 75513E 101) | ||||||||
| 2.150% Notes due 2030 | RTX 30 | New York Stock Exchange | ||||||
| (CUSIP 75513E AB7) | ||||||||
| Floating Rate Notes due 2020 | RTX 20B | New York Stock Exchange | ||||||
| (CUSIP 75513E AA9) | ||||||||
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
Raytheon Technologies Corporation (formerly known as United Technologies Corporation) (“RTC” or "Company") held its 2020 Annual Meeting of Shareowners on April 27, 2020. As of March 3, 2020, the record date for the meeting, 866,164,920 shares of RTC common stock were issued and outstanding. A quorum of 750,735,622 shares of common stock was present or represented at the meeting.
Set forth below are the final voting results for each of the matters submitted to a vote of the shareholders. For more information about the proposals set forth below, please see the United Technologies Corporation definitive proxy statement filed with the Securities and Exchange Commission on March 13, 2020.
1)
Election of Directors. The following individuals were elected to serve as directors for a term expiring at the 2021 Annual Meeting of Shareowners or upon the election and qualification of their successors. The voting results for each of the nominees are as follows:
| Nominee |
Votes
For
|
Votes
Against
|
Abstentions | Broker Non-Votes | |||||||||||||||||||
| Lloyd J. Austin III | 647,525,359 | 8,056,350 | 1,393,684 | 93,760,229 | |||||||||||||||||||
| Gregory J. Hayes | 642,870,630 | 12,787,861 | 1,316,902 | 93,760,229 | |||||||||||||||||||
| Marshall O. Larsen | 649,593,861 | 5,965,377 | 1,416,155 | 93,760,229 | |||||||||||||||||||
| Robert K. (Kelly) Ortberg | 649,775,622 | 5,876,900 | 1,322,871 | 93,760,229 | |||||||||||||||||||
| Margaret L. O'Sullivan | 649,567,916 | 5,982,162 | 1,425,315 | 93,760,229 | |||||||||||||||||||
| Denise L. Ramos | 644,098,903 | 11,598,716 | 1,277,774 | 93,760,229 | |||||||||||||||||||
| Fredric G. Reynolds | 640,519,690 | 15,029,964 | 1,425,739 | 93,760,229 | |||||||||||||||||||
| Brian C. Rogers | 646,756,709 | 8,803,296 | 1,415,388 | 93,760,229 | |||||||||||||||||||
2) A proposal that shareowners approve, on an advisory basis, the compensation of RTC’s named executive officers. The proposal was approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 614,724,861 | 39,467,292 | 2,783,240 | 93,760,229 | ||||||||
3) A proposal to appoint PricewaterhouseCoopers LLP, a firm of independent registered public accountants, to serve as RTC's Independent Auditor for 2020 until the next Annual Meeting in 2021. The proposal was approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 719,271,354 | 30,084,650 | 1,379,618 | ||||||
4) A shareowner proposal regarding simple majority vote requirement. The proposal was voted upon favorably by a majority of the shares voted, but not by at least 80% of the outstanding shares; the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 615,228,335 | 17,215,291 | 24,519,964 | 93,772,030 | ||||||||
5) A shareowner proposal to create a committee to prepare a report regarding the impact of plant closure on communities and alternatives to help mitigate the effects. The proposal was not approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 34,909,999 | 613,852,400 | 8,212,994 | 93,760,229 | ||||||||
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.
RAYTHEON TECHNOLOGIES CORPORATION
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Date: April 28, 2020
|
By: |
/s/ Dana Ng
_____________________________
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||||||
| Name: Dana Ng | ||||||||
| Title: Corporate Vice President & Secretary | ||||||||