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): April 4, 2022

EATON CORPORATION plc
 (Exact name of registrant as specified in its charter)

Ireland
  
000-54863
  
98-1059235
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)

 Eaton House, 30 Pembroke Road, Dublin 4, Ireland
  
D04 Y0C2
(Address of principal executive offices)
  
(Zip Code)

 
+353 1637 2900
 
 
(Registrant’s telephone number, including area code)
  

 
Not applicable
  
 
(Former name or former address, if changed since last report.)
  

Check the appropriate box below if the Form 8-K 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))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol
  
Name of each exchange on which registered
Ordinary shares ($0.01 par value)
  
ETN
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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. ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.
 
On April 4, 2022, the Company announced that Heath Monesmith, age 51, will be appointed President and Chief Operating Officer – Electrical Sector, effective July 5, 2022.  The information required by Items 401(b), (d), and (e) and Item 404(a) of Regulation S-K regarding Mr. Monesmith was previously reported in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2022 and is incorporated by reference herein.
 
Also, on April 4, 2022, the Company announced that Paulo Ruiz will be appointed President and Chief Operating Officer – Industrial Sector, effective July 5, 2022.  Mr. Ruiz, age 47, currently is serving as President, Energy Solutions and Services Group, Electrical Sector Americas at the Company and from April 2019 to August 2021, he served as the Hydraulics Group President at the Company.  From October 2017 to April 2019, he served as Chief Executive Officer of Dresser-Rand, a Siemens business.  Prior to that, he served as Executive Vice President - Global Solutions at Dresser Rand.  There is no arrangement or understanding between Mr. Ruiz and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships between Mr. Ruiz and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Ruiz has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
 
The Company has not entered into new or modified compensation arrangements with Mr. Monesmith and Mr. Ruiz at this time.
 
A copy of the press release issued by the Company on April 4, 2022 is included as Exhibit 99.1 to this Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Item
  
Exhibit
 
Press Release issued April 4, 2022
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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.

 
Eaton Corporation plc
   
Date: April 4, 2022
/s/ April Miller Boise
 
April Miller Boise
Executive Vice President and Chief Legal Officer


Exhibit 99.1
Eaton Communications
Eaton Center
Cleveland, OH 44122
tel: +1 (440) 523-5304
kellymjasko@eaton.com
 

Date
04/04/2022
For Release
Immediately
Contact
Kelly Jasko, 440-523-5304

Eaton names Heath Monesmith president and chief operating officer, Electrical Sector, and Paulo Ruiz named president and chief operating officer, Industrial Sector, effective July 5, 2022

Uday Yadav to pursue new opportunities

DUBLIN, Ireland … Power management company Eaton (NYSE:ETN) today announced Heath Monesmith has been named president and chief operating officer of the Electrical Sector, effective July 5, 2022. In this role, he will also have corporate responsibility for the EMEA region and will report to Eaton’s Chairman and Chief Executive Officer Craig Arnold.

“Heath’s passion, insight, and strategic abilities were instrumental in guiding the Industrial Sector through the challenges of the past three years,” said Arnold. “I have no doubt these qualities will serve him and Eaton well as he takes on this new role.”

Monesmith most recently served as president and chief operating officer of the Industrial Sector. Prior to this role, he was executive vice president and general counsel for Eaton, served as executive vice president of Human Resources at Cooper Industries and was a partner at the K&L Gates law firm in Pennsylvania. He holds a bachelor's degree in business administration from Ohio University, a law degree from The Ohio State University College of Law, and an MBA from Texas A&M University.

Monesmith succeeds Uday Yadav who is leaving Eaton to pursue new opportunities.

“I’d like to extend sincere thanks to Uday for his 22 years of service to Eaton,” said Arnold. “He approached each role with his trademark passion, focus and uncompromising desire to excel – traits that helped him make a significant and lasting difference within the company. We wish him and his family all the best for the future.”

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Eaton/Page 2
 
In a related move, Paulo Ruiz will succeed Monesmith as president and chief operating officer of the Industrial Sector. In this role, Ruiz will also have corporate responsibility for the Asia-Pacific and Latin American regions and will report to Arnold.

Ruiz joined Eaton in 2019 as the president of the Hydraulics Group and most recently served as president of the Energy Solutions and Services Americas Group. Prior to joining Eaton, Ruiz served for more than 18 years in a variety of leadership roles with Siemens. A successor for Ruiz will be named in the near future.

Arnold continued, “Paulo’s strong leadership skills and broad business experience make him well positioned to lead our Industrial Sector.”

Over the next few weeks, Monesmith, Yadav and Ruiz will be working together to ensure a smooth leadership transition.

Eaton is an intelligent power management company dedicated to improving the quality of life and protecting the environment for people everywhere. We are guided by our commitment to do business right, to operate sustainably and to help our customers manage power ─ today and well into the future. By capitalizing on the global growth trends of electrification and digitalization, we’re accelerating the planet’s transition to renewable energy, helping to solve the world’s most urgent power management challenges, and doing what’s best for our stakeholders and all of society.

Founded in 1911, Eaton has been listed on the NYSE for nearly a century. We reported revenues of $19.6 billion in 2021 and serve customers in more than 170 countries. For more information, visit www.eaton.com. Follow us on Twitter and LinkedIn.
 
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