Eaton Corporation

On January 10, 2023, Brian Brickhouse, President-Americas Region, Electrical Sector, announced his intention to retire from Eaton on March 31, 2023, after 37 years of service. He will participate in the company’s standard retirement compensatory plans and arrangements, as described in the company’s 2022 Proxy Statement, made available to shareholders on March 18, 2022.

On October 25, 2022, Deborah L. McCoy informed the Chairman of the Board of Directors of her intention not to stand for reelection at the 2023 Annual General Meeting. Her retirement from the Board comes after 22 years of exemplary leadership and commitment to Eaton. She expressed full support of the Board and senior management.

On July 27, 2022, Christopher M. Connor informed the Chairman of the Board of Directors of his intention to resign from the Board, effective August 31, 2022, due to his other personal, charitable and professional commitments. He expressed full support of the Board and senior leadership, as well as profound respect for Eaton gained over 16 years of service.

On April 27, 2022, the registrant adopted a revised form Change of Control Agreement and, as a result, entered into new Change of Control Agreements with each of the Named Executive Officers and other eligible officers (the “New Agreements”). The New Agreements supersede and replace the prior Change of Control Agreements previously in effect (the “Prior Agreements”) between the Company and such officers. Like the Prior Agreements, the New Agreements provide for payments and benefits in the event of a termination of employment in the context of a change of control of the registrant.

On April 4, 2022, the Company announced that Uday Yadav, President and Chief Operating Officer – Electrical Sector, has decided to leave the Company and to pursue other opportunities as of April 22, 2022. Mr. Yadav will be eligible to receive earned compensation and benefits under the applicable Company retirement plans and programs. He will also be entitled to severance payments and benefits for named executive officers as described in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2022, including (i) a payment equal to two times his current base salary and target annual incentive under the short term incentive plan; (ii) pro-rated eligibility in the open award periods under the Company’s performance-based long-term incentive program (ESIP); and (iii) continued vesting of his unvested stock options and restricted stock units.

At a meeting held on February 22, 2022, the Compensation and Organization Committee of the Board of Directors of the registrant (the “Committee”) established corporate performance criteria that will be used to determine the amount of 2022 incentive compensation awards under the Executive Incentive Compensation Plan (the “Plan”). The Committee set specific Adjusted Earnings Per Share and Adjusted Operating Cash Flow metrics for the 2022 Plan corporate performance criteria . In addition to these quantitative goals, the Committee may also consider other performance factors in determining final awards. These include, but are not limited to, performance versus profit plan goals, performance versus that reported for the Company’s peers, and progress toward the execution of the Company’s growth strategies.

1. Michael J. Critelli retired from the Board of Directors effective April 28, 2021, prior to the Annual General Meeting of Eaton Corporation plc (the “Company”), having reached retirement age under the Board of Directors Governance Guidelines. 2. On April 28, 2021, the Board of Directors of the Company expanded its size to twelve members and appointed two new directors to the Board, Robert Pragada and Darryl Wilson. The appointments are effective April 28, 2021. Mr. Pragada is the President and Chief Operating Officer of Jacobs Engineering Group, a professional and technical solutions company that provides consulting, technical, scientific and project delivery services for the government and private sector. Mr.

At a meeting held on February 23, 2021, the Compensation and Organization Committee of the Board of Directors of the registrant (the “Committee”) established corporate performance criteria that will be used to determine the amount of 2021 incentive compensation awards under the Executive Incentive Compensation Plan (the “Plan”). The Committee set specific Adjusted Earnings Per Share and Adjusted Operating Cash Flow metrics for the 2021 Plan corporate performance criteria . In addition to these quantitative goals, the Committee may also consider other performance factors in determining final awards. These include, but are not limited to, performance versus profit plan goals, performance versus that reported for the Company’s peers, and progress toward the execution of the Company’s growth strategies.

Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers. On February 19, 2021, Eaton announced that Ken D. Semelsberger, Senior Vice President and Controller, will retire effective March 31, 2021. On the same day, Eaton announced that Daniel Hopgood, age 49, will succeed Mr. Semelsberger as Senior Vice President and Controller upon Mr. Semelsberger’s retirement. Mr. Hopgood will also succeed Mr. Semelsberger as the registrant’s principal accounting officer. Mr. Hopgood is currently serving as Senior Vice President, Global Financial Systems and Services for Eaton. From September 2013 to September 2017, he was Senior Vice President of Finance and Planning for Eaton’s Industrial Sector and from March 2012 to September 2013 he was Vice President of Finance and Planning for the Vehicle Segment.

On December 3, 2020, Eaton Corporation plc (“Eaton”) announced that Thomas B. Okray will succeed Richard H. Fearon as Executive Vice President and Chief Financial Officer upon Mr. Fearon’s retirement on March 31, 2021. Mr. Okray will join Eaton on January 18, 2021 and be appointed Executive Vice President and Chief Financial Officer on April 1, 2021. Mr. Okray, 58, comes to Eaton from W.W. Grainger Inc. (“Grainger”), where he is Senior Vice President and Chief Financial Officer. Prior to that, from 2016 to 2018, he served as Executive Vice President, Chief Financial Officer of Advance Auto Parts, Inc., a leading automotive aftermarket parts provider in North America. From January 2016 to October 2016, he served as President, Finance, North American Operations of Amazon.com, Inc., and from June 2015 to January 2016, as Vice President, Finance, Global Customer Fulfillment, at Amazon.

of the Form 8-K filed earlier on July 23, 2020 (the “Original Form 8-K”) solely to correct an error in the second paragraph. The references to the second quarter cash retainer have been replaced with corrected references to the third quarter cash retainer in the fully restated

On July 21, 2020, the Compensation and Organization Committee of the Board of Directors took action to reduce the third quarter base salaries of Craig Arnold, Chairman and Chief Executive Officer, and all other officers, including each of the Named Executive Officers, by approximately 23% and 8%, respectively. The reductions will have retroactive effect to July 1, 2020. On July 22, 2020, the Board of Directors took action to reduce the second quarter cash retainer for all non-employee directors by 25% to $28,125. The Board directed that the unpaid portion of the second quarter retainer be designated to assist Eaton employees in a manner to be determined by management.

On April 21, 2020, the Compensation and Organization Committee of the Board of Directors took action to reduce the second quarter base salary of all officers, including each of the Named Executive Officers. The reductions will have retroactive effect to April 1, 2020 and range from approximately 25% for certain NEOs to approximately 50% for Craig Arnold, Chairman and Chief Executive Officer. On April 22, 2020, the Board of Directors took action to reduce the second quarter cash retainer for all non-employee directors by 50% to $18,750. The Board directed that the unpaid portion of the second quarter retainer be designated to assist Eaton employees in a manner to be determined by management.

1. On February 20, 2020, Mr. Todd M. Bluedorn notified Craig Arnold, Chairman and Chief Executive Officer, of his intention not to stand for re-election to the Board of Directors at the upcoming Annual General Meeting of Shareholders. He expressed his full support of the Board and management of the Company and emphasized that the decision was based solely on time constraints and other board obligations. 2. At a meeting held on February 25, 2020, the Compensation and Organization Committee of the Board of Directors of the registrant (the “Committee”) established corporate performance criteria that will be used to determine the amount of 2020 incentive compensation awards under the Executive Incentive Compensation Plan (the “Plan”). Corporate performance criteria are tied to Adjusted Earnings Per Share and Cash Flow Return on Gross Capital metrics.

Arthur E. Johnson retired from the Board of Directors effective December 31, 2019, having attained retirement age under the Board of Directors Governance Policies. At such time, the size of the Board was reduced from thirteen to twelve members.

Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers. On July 23, 2019, the Board of Directors of Eaton Corporation plc (the “Company”) expanded its size to thirteen members and elected Silvio Napoli to fill the vacancy thus created. Mr. Napoli’s election is effective July 26, 2019. He is currently the Executive Chairman of the Board of Directors of Schindler Holding AG, a worldwide provider of escalators, elevators and related services domiciled in Switzerland. Mr. Napoli was appointed by the Company’s Board of Directors to the Governance and Compensation and Organization Committees. Mr. Napoli will receive compensation pursuant to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2019 Annual General Meeting of Shareholders.

Charles E. Golden retired from the Board of Directors of the Company effective with the opening of the Annual General Meeting on April 24, 2019, having attained retirement age under the Board of Directors Governance Policies.

At a meeting held on February 26, 2019, the Compensation and Organization Committee of the Board of Directors of the registrant (the “Committee”) established corporate performance criteria that will be used to determine the amount of 2019 incentive compensation awards under the Executive Incentive Compensation Plan (the “Plan”). Corporate performance criteria are tied to Adjusted Earnings Per Share and Cash Flow Return on Gross Capital metrics. In addition to these quantitative goals, the Committee may also consider other performance factors in determining final awards. These include, but are not limited to, performance versus profit plan goals, performance versus that reported for the Company’s peers, and progress toward the execution of the corporation’s growth strategies.

On February 8, 2019 Revathi Advaithi, Chief Operating Officer of Eaton Corporation’s Electrical Sector, tendered her resignation to the Board of Directors.

At a meeting held on February 27, 2018, the Compensation and Organization Committee of the Board of Directors of the registrant (the “Committee”) established corporate performance criteria that will be used to determine the amount of 2018 incentive compensation awards under the Executive Incentive Compensation Plan (the “Plan”). Corporate performance criteria are tied to Adjusted Earnings Per Share and Cash Flow Return on Gross Capital metrics. In addition to these quantitative goals, the Committee may also consider other performance factors in determining final awards. These include, but are not limited to, performance versus profit plan goals, performance versus that reported for the Company’s peers, and progress toward the execution of the corporation’s growth strategies.

1. At a meeting held on February 21, 2017, the Compensation and Organization Committee of the Board of Directors of the registrant (the “Committee”) established corporate performance criteria that will be used to determine the aggregate maximum amount of 2017 incentive compensation awards under the Senior Executive Incentive Compensation Plan (the “Plan”). The Plan participants consist of the Chief Executive Officer of Eaton Corporation and certain other officers designated by the Committee. At the same meeting, the Committee established 2017 individual participant percentages of the aggregate incentive amount and individual incentive target amounts. Under the Plan, the Committee may use its discretion to reduce an individual participant’s share of the aggregate maximum amount based on the results relative to corporate and individual performance goals.

Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers. Pursuant to the Board of Directors Governance Policies, which require a director to retire upon the later of the Annual Shareholders Meeting following the director’s 72 nd birthday or the end of the year in which he or she reaches the age of 72, Ned C. Lautenbach retired from the Board effective December 31, 2016. At such time, the size of the Board was reduced from fourteen to thirteen members.

Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers. On December 2, 2016, Mark M. McGuire, Executive Vice President and General Counsel, notified the Company of his retirement effective March 1, 2017. Mr. McGuire’s compensation and perquisites at retirement will be materially consistent with the Company’s policies relating to executive retirements generally, as more fully set forth in Eaton’s 2016 Proxy Statement. Per the December 5, 2016 Press Release attached hereto as Exhibit 99.1, Eaton announced that Heath B. Monesmith will succeed Mr. McGuire as Executive Vice President and General Counsel.

Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers. On July 26, 2016, the Board of Directors of Eaton Corporation plc (the “Company”) expanded its size to fourteen members and elected Dorothy C. Thompson to fill the vacancy thus created. Ms. Thompson’s election is effective July 29, 2016. She is currently the Chief Executive Officer of Drax Group plc ("Drax"), an electricity company domiciled in the United Kingdom. Ms. Thompson was appointed by the Company’s Board of Directors to the Audit and Finance Committees. Ms. Thompson will receive compensation pursuant to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2016 Annual General Meeting of Shareholders. Each of the Company and its wholly owned subsidiary, Eaton Corporation (“Eaton”), have entered into Indemnification Agreements with Ms.

As previously announced, Alexander M. Cutler will retire as a director and Chairman of the Company’s Board and as Chief Executive Officer of Eaton on May 31, 2016. Mr. Cutler’s compensation and perquisites at retirement will be materially consistent with items relating to executive retirements as more fully set forth in the Company’s 2016 Proxy Statement. Craig Arnold will succeed Mr. Cutler as Chairman of the Company’s Board and Chief Executive Officer of Eaton on June 1, 2016. In light of that transition, on April 26, 2016, the Compensation and Organization Committee of the Board of Directors approved (i) a base salary increase for Mr.

Director or officer change (Item 5.02). Open the filing for details.