PARKER-HANNIFIN CORPORATION (NYSE:PH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 23, 2019, the Board of Directors of Parker-Hannifin Corporation (the “Company”) elected Laura K. Thompson as a Director of the Company, effective immediately, for a term expiring at the Annual Meeting of Shareholders in October 2019. The Board of Directors expects to determine committee assignments for Ms. Thompson in October 2019, prior to the expiration of her current term. Ms. Thompson is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries. Ms. Thompson is eligible to participate in the non-employee Director’s compensation arrangements described in the Company’s Proxy Statement for its 2018 Annual Meeting of Shareholders, including receipt of a pro-rated award of restricted stock units (RSUs).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January24, 2019, the Board of Directors (the “Board”) of Parker-Hannifin Corporation (the “Company”) adopted Amended and Restated Regulations of the Company (the “Amended and Restated Regulations”). In addition to certain ministerial changes for improved organization and consistency, the Amended and Restated Regulations consolidate previous amendments and include the following principal changes from the Company’s Amended and Restated Code of Regulations, as amended, which was previously in effect:
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changes to administrative provisions relating to Directors and committees of the Board, including (i) deleting the now inapplicable provision relating to the declassification of the Board, (ii) deleting the provision requiring that the President be a Director, (iii) permitting Board committees to be comprised of fewer than three Directors, and (iv) making certain other changes to conform to statutory language more closely; |
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changes to shareholder and Board meeting notice provisions, including expressly providing for certain modern communication alternatives; |
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expressly provide for the appointment of a Chief Executive Officer and that the Board and Chief Executive Officer, in addition to the Chairman of the Board, may appoint assistant officers; and |
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expressly provide that a single individual may hold a combination of two or more corporate offices. |
The foregoing description of the changes implemented by the Amended and Restated Regulations is qualified in its entirety by reference to the full text of the Amended and Restated Regulations, a copy of which (marked to show changes) is filed as Exhibit 3(a) to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit NumberDescription
PARKER HANNIFIN CORP Exhibit
EX-1 2 ph8k01242019ex3a.htm EXHIBIT 3(A) Exhibit Exhibit 3(a)Parker-Hannifin Corporation Code of RegulationsCleveland,…
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About PARKER-HANNIFIN CORPORATION (NYSE:PH)
Parker-Hannifin Corporation is a manufacturer of motion and control technologies and systems, providing precision engineered solutions for a range of mobile, industrial and aerospace markets. The Company operates through segments: Diversified Industrial and Aerospace Systems. The Diversified Industrial Segment is an aggregation of several business units, which manufacture motion-control and fluid power system components for builders and users of various types of manufacturing, packaging, processing, transportation, agricultural, construction, and military vehicles and equipment. The Diversified Industrial Segment consists of Automation Group, Engineered Materials Group, Filtration Group, Fluid Connectors Group, Hydraulics Group and Instrumentation Group. The Aerospace Systems Segment produces hydraulic, fuel, pneumatic and electro-mechanical systems and components, which are utilized on domestic commercial, military and general aviation aircrafts.