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): May 2, 2024
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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)
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) | |||||||||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2024 Annual Meeting of Shareowners on May 2, 2024. As of March 5, 2024, the record date for the meeting, 1,329,644,766 shares of Company common stock were issued and outstanding. A quorum of 1,191,801,551 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 Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 11, 2024.
1)Election of Directors. The following individuals were elected to serve as directors for a term expiring at the 2025 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 | 903,326,046 | 135,437,245 | 1,782,661 | 151,255,599 | |||||||||||||||||||
| Christopher T. Calio | 1,032,505,492 | 6,239,735 | 1,800,725 | 151,255,599 | |||||||||||||||||||
| Leanne G. Caret | 1,030,508,776 | 8,178,269 | 1,858,907 | 151,255,599 | |||||||||||||||||||
| Bernard A. Harris, Jr. | 1,026,104,288 | 12,460,998 | 1,980,666 | 151,255,599 | |||||||||||||||||||
| Gregory J. Hayes | 1,009,696,956 | 28,579,026 | 2,269,970 | 151,255,599 | |||||||||||||||||||
| George R. Oliver | 1,028,546,991 | 10,084,722 | 1,914,239 | 151,255,599 | |||||||||||||||||||
| Robert K. Ortberg | 1,030,721,483 | 7,975,707 | 1,848,762 | 151,255,599 | |||||||||||||||||||
| Ellen M. Pawlikowski | 1,027,763,428 | 11,031,678 | 1,750,846 | 151,255,599 | |||||||||||||||||||
| Denise L. Ramos | 1,024,068,810 | 14,673,908 | 1,803,234 | 151,255,599 | |||||||||||||||||||
| Fredric G. Reynolds | 1,020,241,235 | 18,364,576 | 1,940,141 | 151,255,599 | |||||||||||||||||||
| Brian C. Rogers | 1,025,260,746 | 13,399,382 | 1,885,824 | 151,255,599 | |||||||||||||||||||
| James A. Winnefeld, Jr. | 1,020,962,584 | 17,694,844 | 1,888,524 | 151,255,599 | |||||||||||||||||||
| Robert O. Work | 999,016,653 | 39,108,344 | 2,420,955 | 151,255,599 | |||||||||||||||||||
2) A proposal that shareowners approve, on an advisory basis, the compensation of the Company’s named executive officers. The proposal was approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 895,425,699 | 140,408,471 | 4,711,782 | 151,255,599 | ||||||||
3) A proposal to appoint PricewaterhouseCoopers LLP, a firm of independent registered public accountants, to serve as the Company’s Independent Auditor for 2024 until the next Annual Meeting in 2025. The proposal was approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 1,151,934,904 | 38,207,557 | 1,659,090 | ||||||
4) A proposal to approve an amendment to the RTX Corporation 2018 Long-Term Incentive Plan. A majority of the outstanding shares voted in favor of the proposal, and the proposal was approved. The voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 976,332,537 | 60,584,895 | 3,628,520 | 151,255,599 | ||||||||
5) A shareowner proposal requesting a lobbying transparency report. The proposal was not approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 316,662,404 | 713,554,129 | 10,329,419 | 151,255,599 | ||||||||
6) A shareowner proposal requesting a report on full value chain emissions reduction plan. The proposal was not approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 265,513,734 | 760,664,230 | 14,367,988 | 151,255,599 | ||||||||
7) A shareowner proposal requesting a human rights impact assessment. The proposal was not approved, and the voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 56,319,193 | 970,253,100 | 13,973,659 | 151,255,599 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Exhibit Description | |||||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
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.
| RTX CORPORATION | ||||||||
| (Registrant) | ||||||||
| Date: May 6, 2024 | By: | /s/ Ramsaran Maharajh | ||||||
| Ramsaran Maharajh | ||||||||
| Executive Vice President & General Counsel | ||||||||