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): November 22, 2023 (November 21, 2023 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of principal executive offices, including zip code)
(781 )
522-3000
(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On November 21, 2023, Dinesh C. Paliwal notified the Board of Directors (the “Board”) of RTX Corporation (the “Company”) of his intention
to resign as a director of the Company, effective as of December 1, 2023. Mr. Paliwal’s resignation was not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or
practices of the Company. Effective upon Mr. Paliwal’s resignation as a director, the size of the Company’s Board will be reduced from thirteen to twelve. On November 21, 2023, the independent directors of the Company’s Board designated Fredric G.
Reynolds, a current independent director and Chair of the Audit Committee, to serve as Lead Director, effective December 1, 2023.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
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Exhibit
Number
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Exhibit Description
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Press release, dated November 22, 2023, issued by RTX Corporation
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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RTX CORPORATION
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(Registrant)
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Date: November 22, 2023
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By:
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/s/ RAMSARAN MAHARAJH
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Ramsaran Maharajh
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Executive Vice President & General Counsel
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Exhibit 99.1
RTX (NYSE: RTX) today announced the appointment of Fredric G. Reynolds as Lead Independent Director. Mr. Reynolds replaces Dinesh C. Paliwal who will step
down from the Board, effective December 1, 2023.
“On behalf of the Board, the RTX management team and our shareholders, I would like to thank Dinesh for his service on our Board of Directors,” said Gregory
J. Hayes, Chairman and CEO of RTX. “His contributions over the past three and a half years as Lead Independent Director have been extremely helpful in establishing RTX as the world’s leading aerospace and defense company, and we wish him the very
best in the future.”
“It has been an honor to work alongside Greg Hayes and my distinguished colleagues on the RTX Board to support the management team’s objectives. After seven years of board service and seeing through the successful merger of Raytheon Company and United Technologies, I feel this is the right time for me to step
down,” said Mr. Paliwal. “I remain confident in the RTX team and their ability to lead the industry forward.”
In addition to his duties as Lead Independent Director, Mr.
Reynolds will continue to serve as chair of the Audit Committee and as a member of the Governance and Public Policy Committee.
Mr. Paliwal was appointed to the RTX Board on April 3, 2020, in connection with the merger between Raytheon Company and United Technologies Corporation’s
aerospace businesses. In addition to serving as the Lead Independent Director on the RTX Board, Mr. Paliwal was a member of the Governance and Public Policy Committee and the Human Capital and Compensation Committee. Mr. Paliwal was named to the
Raytheon Company Board in 2016.
About RTX
RTX is the world’s largest aerospace and defense company. With more than 180,000 global employees, we push the limits of technology and science to redefine
how we connect and protect our world. Through industry-leading businesses – Collins Aerospace, Pratt & Whitney, and Raytheon – we are advancing aviation, engineering integrated defense systems for operational success, and developing
next-generation technology solutions and manufacturing to help global customers address their most critical challenges. The company, with 2022 sales of $67 billion, is headquartered in Washington, D.C.