Eaton (NYSE: ETN) details CFO Leonetti departure compensation terms package

Rhea-AI Filing Summary

Eaton Corporation plc filed an amendment to a prior report to add details about Executive Vice President and Chief Financial Officer Olivier Leonetti’s planned departure on April 1, 2026. The new disclosure explains that, under an agreement signed December 12, 2025, he will receive a cash payment equal to 2.0 times the sum of his current annual salary and target annual incentive under the company’s short‑term incentive plan, pro‑rated eligibility in open performance‑based incentive award periods (including the 2026 short‑term award period), and continued vesting of his unvested stock options and restricted share units on their original schedules.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2025

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)		(IRS 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 filing 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(s)		Name of each exchange on which registered
Ordinary shares ($0.01 par value)		ETN		New York Stock Exchange
4.450% Senior Notes due 2030		ETN/30		New York Stock Exchange
3.625% Senior Notes due 2035		ETN/35		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Explanatory Note

On November 20, 2025, Eaton Corporation plc (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) disclosing, among other things, that Olivier Leonetti, Executive Vice President and Chief Financial Officer (“CFO”), informed the Company of his intention to leave the Company on April 1, 2026. The Company is filing this Amendment No. 1 to the Original Form 8-K to provide information regarding Mr. Leonetti’s compensation arrangements in connection with his departure. No other changes are being made to the Original Form 8-K.

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

On December 12, 2025, Mr. Leonetti entered into an agreement with the Company, which provides that he will be entitled to receive payments and benefits as described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 14, 2025, including: (i) a payment equal to 2.0 times the sum of his current annual salary and target annual incentive under the Company’s short-term incentive plan; (ii) pro-rated eligibility based on completed service in the open award periods under the Company’s performance-based long-term incentive program and the 2026 award period under the Company’s performance-based short-term incentive program; and (iii) continued vesting of his unvested stock options and restricted share units in accordance with the original vesting schedules.

SIGNATURES

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: December 16, 2025	/s/ Lucy Clark Dougherty
	Lucy Clark Dougherty Executive Vice President and Chief Legal Officer

FAQ

What did Eaton (ETN) disclose in this amendment about its CFO?

The amendment states that Olivier Leonetti, Executive Vice President and Chief Financial Officer, has an agreement covering his departure, detailing specific cash payments, incentive eligibility, and equity vesting terms.

When is Eaton (ETN) CFO Olivier Leonetti expected to leave the company?

The report notes that Olivier Leonetti previously informed the company of his intention to leave on April 1, 2026.

What exit payment will Eaton (ETN) CFO Olivier Leonetti receive?

Under the agreement, Mr. Leonetti will receive a cash payment equal to 2.0 times the sum of his current annual salary and target annual incentive under Eaton’s short‑term incentive plan.

How will Eaton (ETN) handle Leonetti’s performance-based incentives after his departure?

Mr. Leonetti will have pro‑rated eligibility based on completed service in open award periods under Eaton’s performance‑based long‑term incentive program and in the 2026 award period under the performance‑based short‑term incentive program.

What happens to Olivier Leonetti’s unvested Eaton (ETN) equity awards?

The agreement provides for continued vesting of his unvested stock options and restricted share units in accordance with their original vesting schedules.

Does this amendment change other parts of Eaton (ETN)’s earlier report?

The company states that this Amendment No. 1 is filed to provide information on Mr. Leonetti’s compensation arrangements in connection with his departure and that no other changes are being made to the original report.