UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 26, 2021
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(Exact name of registrant as specified in its charter)
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| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
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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 (see General Instruction A.2.below):
| 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 | |||||||||
| (CUSIP 75513E 101) | |||||||||||
| (CUSIP 75513E AB7) | |||||||||||
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
Raytheon Technologies Corporation (“RTC” or “Company”) held its 2021 Annual Meeting of Shareowners on April 26, 2021. As of March 2, 2021, the record date for the meeting, 1,516,032,927 shares of RTC common stock were issued and outstanding. A quorum of 1,332,203,992 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 shareowners. For more information about the proposals set forth below, please see the Raytheon Technologies Corporation definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2021.
1)Election of Directors. The following individuals were elected to serve as directors for a term expiring at the 2022 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 | |||||||||||||||||||
| Tracy A. Atkinson | 1,095,843,353 | 68,085,231 | 3,274,340 | 165,001,068 | |||||||||||||||||||
| Gregory J. Hayes | 1,138,403,056 | 25,968,928 | 2,830,940 | 165,001,068 | |||||||||||||||||||
| Thomas A. Kennedy | 1,114,950,992 | 49,449,980 | 2,801,952 | 165,001,068 | |||||||||||||||||||
| Marshall O. Larsen | 1,128,740,131 | 35,047,713 | 3,415,080 | 165,001,068 | |||||||||||||||||||
| George R. Oliver | 1,122,456,923 | 41,237,160 | 3,508,841 | 165,001,068 | |||||||||||||||||||
| Robert K. Ortberg | 1,131,889,142 | 31,926,258 | 3,387,524 | 165,001,068 | |||||||||||||||||||
| Margaret L. O’Sullivan | 1,130,203,986 | 33,053,430 | 3,945,508 | 165,001,068 | |||||||||||||||||||
| Dinesh C. Paliwal | 1,102,190,822 | 61,645,656 | 3,366,446 | 165,001,068 | |||||||||||||||||||
| Ellen M. Pawlikowski | 1,131,673,100 | 32,390,661 | 3,139,163 | 165,001,068 | |||||||||||||||||||
| Denise L. Ramos | 1,105,715,287 | 58,364,816 | 3,122,821 | 165,001,068 | |||||||||||||||||||
| Fredric G. Reynolds | 1,083,587,357 | 80,099,868 | 3,515,699 | 165,001,068 | |||||||||||||||||||
| Brian C. Rogers | 1,112,832,220 | 50,949,443 | 3,421,261 | 165,001,068 | |||||||||||||||||||
| James A. Winnefeld, Jr. | 1,112,515,309 | 51,263,532 | 3,424,083 | 165,001,068 | |||||||||||||||||||
| Robert O. Work | 860,750,521 | 302,122,712 | 4,329,691 | 165,001,068 | |||||||||||||||||||
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 | ||||||||
| 1,066,252,781 | 96,032,765 | 4,917,378 | 165,001,068 | ||||||||
3) A proposal to appoint PricewaterhouseCoopers LLP, a firm of independent registered public accountants, to serve as RTC’s Independent Auditor for 2021 until the next Annual Meeting in 2022. The proposal was approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 1,272,801,966 | 56,737,442 | 2,664,584 | ||||||
4) A proposal to approve the RTC Executive Annual Incentive Plan. The proposal was approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 1,115,561,940 | 46,698,364 | 4,942,620 | 165,001,068 | ||||||||
5) A proposal to approve an amendment to the RTC 2018 Long-term Incentive Plan. The proposal was approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 1,111,291,736 | 50,779,436 | 5,131,752 | 165,001,068 | ||||||||
6) A shareowner proposal to amend the Proxy Access Bylaw. The proposal was not approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 358,892,257 | 799,319,584 | 8,991,083 | 165,001,068 | ||||||||
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.
| RAYTHEON TECHNOLOGIES CORPORATION | ||||||||
| (Registrant) | ||||||||
Date: April 27, 2021 | By: | /s/ DANA NG | ||||||
Dana Ng | ||||||||
Corporate Vice President and Secretary | ||||||||