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): January 24, 2007
(Exact name of registrant as specified in its charter)
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Ohio
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1-1396
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34-0196300 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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Eaton Center
Cleveland, Ohio
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44114 |
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(Address of principal executive offices)
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(Zip Code) |
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(216) 523-5000 |
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(Registrants telephone number, including area code) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
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Departure of Directors or Principal Officers; Elections of Directors; Appointment of
Principal Officers. |
On January 24, 2007, the Board of Directors of Eaton Corporation (the Company) expanded the
size of the Board to eleven members and elected Charles E. Golden to the Board to fill the vacancy
thus created. Mr. Golden, age 60, retired on April 30, 2006 from the position of Executive Vice
President and Chief Financial Officer with Eli Lilly and Company, a position he held for ten years.
Mr. Golden was appointed by the Companys Board of Directors to the Audit, Finance and Executive
Committees.
Mr. Golden currently serves on the boards of Hillenbrand Industries, Inc. and Unilever.
Pursuant to the Companys 2002 Stock Plan, and in connection with his election as a director
of the Company, on January 24, 2007, Mr. Golden received a one-time grant of options to purchase
10,000 common shares of the Company. In accordance with the Plan, these options vest six months
after the date of grant. Mr. Golden also will receive compensation pursuant to the Companys
standard arrangements for directors as described in its proxy statement for the 2006 Annual Meeting
of Shareholders, and will be eligible to participate in the Companys 2005 Non-Employee Director
Fee Deferral Plan.
The Company and Mr. Golden have entered into an indemnification agreement in the same form as
the Company has used with each other director and officer of the Company. The form indemnification
agreement provides that, to the fullest extent permitted by law, the Company will indemnify each
director or officer against expenses (including attorneys fees, judgments, fines and amounts paid
in settlement) actually and reasonably incurred by the director or officer in connection with any
claim against the director or officer as a result of the directors service as a member of the
Board of Directors or the officers service as an officer of the Company. The summaries of the
material terms of the form indemnification agreement and the stock option grant set forth above
are qualified in their entirety by reference to the full text of the applicable agreements. (See Exhibits
10.1 and 10.2, respectively, to this Report, which are incorporated herein by reference.) A copy of
the press release issued by the Company on January 24, 2007 is included as Exhibit 99.1 to this
Report and is incorporated herein by reference.
There are no related party transactions involving Mr. Golden that would require disclosure
pursuant to S-K Item 404(a). There are no arrangements or understandings between Mr. Golden and any
other persons pursuant to which Mr. Golden was selected as a director of the Company.