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UTX > SEC Filings for UTX > Form 8-K on 30-Apr-2013All Recent SEC Filings

Show all filings for UNITED TECHNOLOGIES CORP /DE/ | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Submission of Matters to

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

(b) On April 29, 2013, United Technologies Corporation ("UTC") held its 2013 Annual Meeting of Shareowners. As previously disclosed in UTC's 2013 Proxy Statement dated March 15, 2013, director Richard D. McCormick did not stand for reelection and retired from UTC's Board of Directors (the "Board") effective as of April 29, 2013, consistent with the provisions of UTC's Corporate Governance Guidelines which require that outside directors retire from the Board as of the annual meeting following the attainment of age 72. The non-management directors of the Board have designated Edward A. Kangas to serve as Lead Director, succeeding Mr. McCormick, who previously served as Lead Director.

Peter F. Longo, UTC's Vice President, Controller (principal accounting officer), has been named Vice President, Finance & Chief Financial Officer for UTC Propulsion & Aerospace Systems, the organization formed by UTC in 2011 to bring together its Pratt & Whitney and UTC Aerospace Systems businesses under one leadership team. Mr. Longo will leave his position as Controller effective May 1, 2013. In his new position, Mr. Longo succeeds Akhil Johri, who has left UTC to accept a position at another company. Prior to assuming his new position, Mr. Longo had served as UTC's Vice President, Controller since January 2011.
(c) UTC has designated John E. Stantial, Assistant Controller, Financial Reporting, as acting UTC Controller, to serve during the interim period of May 1, 2013 until the election of a new Controller. Mr. Stantial is 50 years old and has served at UTC as Assistant Controller, Financial Reporting from 2007 to the present, and as Director, Financial Reporting from 2005 through 2007. Mr. Stantial previously served as interim UTC Controller from September 23, 2010 through December 31, 2010. He will report directly to Gregory J. Hayes, Senior Vice President and Chief Financial Officer. Mr. Hayes will also serve as UTC's principal accounting officer during this interim period. Mr. Hayes is 52 years old and has served at UTC as Senior Vice President and Chief Financial Officer from 2008 to the present and as Vice President, Accounting and Finance, from 2006 to 2008.

Item 5.07. Submission of Matters to a Vote of Security Holders.
As noted above, UTC held its Annual Meeting of Shareowners on April 29, 2013. As of March 1, 2013, the record date for the meeting, 918,263,229 shares of UTC Common Stock were issued and outstanding. A quorum of 802,706,230 shares of Common Stock was present or represented at the meeting.
The following individuals were elected to serve as directors for a term expiring at the 2014 Annual Meeting of Shareowners or upon the election and qualification of their successors:
Louis R. Chênevert, John V. Faraci, Jean-Pierre Garnier, Jamie S. Gorelick, Edward A. Kangas, Ellen J. Kullman, Marshall O. Larsen, Harold McGraw III, Richard B. Myers, H. Patrick Swygert, André Villeneuve, and Christine Todd Whitman.
The Shareowners voted on the following matters and cast their votes as described below.
1) Election of Directors. The voting results for each of the nominees were as follows:

                          Votes      Votes
Nominee                    For      Against   Abstentions Broker Non-Votes
Louis R. Chênevert     696,054,415 20,408,073   5,971,021       80,272,721
John V. Faraci         703,988,730 16,398,766   2,046,013       80,272,721
Jean-Pierre Garnier    699,725,620 20,466,242   2,241,647       80,272,721
Jamie S. Gorelick      702,967,157 17,239,039   2,227,313       80,272,721
Edward A. Kangas       713,256,529  7,123,270   2,053,710       80,272,721
Ellen J. Kullman       716,636,969  3,808,579   1,987,961       80,272,721
Marshall O. Larsen     712,703,182  7,712,866   2,017,461       80,272,721
Harold McGraw III      699,172,945 21,027,603   2,232,961       80,272,721
Richard B. Myers       710,634,330  9,842,596   1,956,583       80,272,721
H. Patrick Swygert     706,939,239 13,282,315   2,211,955       80,272,721
André Villeneuve       705,761,302 14,458,018   2,214,189       80,272,721

Christine Todd Whitman 713,443,214 6,939,447 2,050,848 80,272,721

2) A proposal of the Audit Committee and the Board of Directors to re-appoint the firm of PricewaterhouseCoopers LLP to serve as Independent Auditor until the next Annual Meeting of Shareowners in 2014. The proposal was approved and the results of the voting were as follows:

Votes For Votes Against Abstentions
789,042,006 9,840,671 3,823,553

3) A proposal that shareowners approve on an advisory (non-binding) basis, the compensation of UTC's Named Executive Officers as disclosed in UTC's Proxy Statement dated March 15, 2013. The proposal was approved and the results of the voting were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 644,664,942 70,017,265 7,751,302 80,272,721

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