UNITED TECHNOLOGIES CORPORATION (NYSE:UTX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On October 11, 2017, the Board of Directors (the “Board”) of United Technologies Corporation (the “Company”) elected Meghan L. O’Sullivan as a director of the Company, effective as of November 1, 2017. In connection with Dr. O’Sullivan’s election, the Board increased its size from 12 to 13 directors, effective as of November 1, 2017, and she will join the Board to fill the resulting vacancy.
The Board has determined that Dr. O’Sullivan is an independent director under the New York Stock Exchange listing standards and the Company's independence guidelines, as set forth in its Corporate Governance Guidelines.
Dr. O’Sullivan will participate in the compensation program for non-employee directors as described in Exhibits 10.9, 10.10 and 10.11 to UTC’s Annual Report on Form 10K (Commission file number 1-812) for the fiscal year ended December 31, 2016.
The Board has appointed Dr. O’Sullivan to the Audit Committee and the Committee on Governance and Public Policy, also effective as of November 1, 2017.
A copy of the Company’s press release announcing the election of Dr. O’Sullivan is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item 9.01. – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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(a) |
On October 11, 2017, as part of its periodic review of corporate governance matters, the Board approved and adopted amended and restated Bylaws to provide for the Secretary of the Company to call a special meeting of shareowners at the written request of shareowners with qualifying ownership of at least 25 percent of the outstanding shares entitled to vote generally in the election of directors, and set forth related procedural requirements. Previously, the Bylaws did not provide for a special meeting at the request of shareowners. |
The amended and restated Bylaws also make certain other clarifying and conforming “housekeeping” and procedural changes, including to reflect current Company practices. These changes include, for example, clarifying the ability of the Chairman of the Board or the Chief Executive Officer to adjourn shareowner meetings to another time and place, clarifying the Lead Director’s ability to call a special meeting of the Board of Directors, clarifying the elected officers of the Company, modernizing certain outdated methods of providing notice to directors, and other ministerial changes.
The amended and restated Bylaws approved by the Board became effective immediately upon approval.
The foregoing summary of the amended and restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the amended and restated Bylaws, which are included as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Section9-Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
UNITED TECHNOLOGIES CORP /DE/ ExhibitEX-3.2 2 a10-13x20178xkexhibit32.htm EXHIBIT 3.2 Exhibit Exhibit 3.2BYLAWSOFUNITED TECHNOLOGIES CORPORATIONAS AMENDED AND RESTATED EFFECTIVEOCTOBER 11,…To view the full exhibit click here
About UNITED TECHNOLOGIES CORPORATION (NYSE:UTX)
United Technologies Corporation is engaged in providing high technology products and services to the building systems and aerospace industries around the world. The Company operates through four segments: Otis; UTC Climate, Controls & Security; Pratt & Whitney, and UTC Aerospace Systems. Its Otis segment designs, manufactures, sells and installs a range of passenger and freight elevators, as well as a line of escalators and moving walkways. Its UTC Climate, Controls & Security segment, is the provider of heating, ventilating, air conditioning (HVAC) and refrigeration solutions. The Company’s Pratt & Whitney segment supplies aircraft engines for the commercial, military, business jet and general aviation markets. Its UTC Aerospace Systems segment is a provider of aerospace products and aftermarket service solutions.