Eaton (NYSE: ETN) investors back board, pay, auditor and share moves

Rhea-AI Filing Summary

Eaton Corporation plc reported the results of its Annual General Meeting of Shareholders held on April 22, 2026, where all proposals were approved. Shareholders elected eleven directors, each receiving over 286 million votes in favor with relatively low levels of opposition.

They approved the appointment of Ernst & Young LLP as independent auditor for 2026, supported the company’s executive compensation on an advisory basis, and granted the Board authority under Irish law to issue shares and opt out of pre-emption rights. Shareholders also authorized Eaton and its subsidiaries to make overseas market purchases of Eaton shares.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for highest-supported director: 303,980,477 votes Votes against most-contested director: 19,516,387 votes Auditor appointment support: 322,615,608 votes for +5 more

8 metrics

Votes for highest-supported director 303,980,477 votes Gerald Johnson director election at 2026 AGM

Votes against most-contested director 19,516,387 votes Gregory R. Page director election at 2026 AGM

Auditor appointment support 322,615,608 votes for Ernst & Young LLP as independent auditor for 2026

Say-on-pay support 283,591,183 votes for Advisory approval of executive compensation

Authority to issue shares 339,405,261 votes for Board authority to issue shares under Irish law

Opt-out of pre-emption rights 326,540,107 votes for Board authority to opt out of pre-emption rights

Overseas share repurchase approval 339,070,465 votes for Authorization for overseas market purchases of shares

Broker non-votes on directors 39,477,781 broker non-votes Each director election proposal at 2026 AGM

Key Terms

broker non-votes, independent auditor, executive compensation, pre-emption rights, +2 more

6 terms

broker non-votes financial

"For each director, the table lists For, Against, Abstain, and Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditor financial

"Approving the appointment of Ernst & Young LLP as independent auditor for 2026"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

executive compensation financial

"Approving, on an advisory basis, the Company’s executive compensation"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

pre-emption rights financial

"Approving the Board of Directors’ authority to opt-out of pre-emption rights under Irish law"

A shareholder’s right to be offered new shares before they are sold to outsiders, allowing existing owners to buy enough to keep their ownership percentage. Think of it like being offered the first slice of a pie so your share doesn’t shrink; it matters to investors because it protects voting power and economic value from being diluted when a company issues more stock, and it can affect how easy or costly fundraising is.

overseas market purchases financial

"Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Company shares"

Annual General Meeting of Shareholders financial

"At the Annual General Meeting of Shareholders of Eaton Corporation plc"

Understanding 8-K Material Events →

false000155118200015511822026-04-222026-04-220001551182etn:Three850SeniorNotesDue2028Member2026-04-222026-04-220001551182etn:Four450SeniorNotesDue2030Member2026-04-222026-04-220001551182us-gaap:CommonStockMember2026-04-222026-04-220001551182etn:Three550SeniorNotesDue2034Member2026-04-222026-04-220001551182etn:Three625SeniorNotesDue2035Member2026-04-222026-04-220001551182etn:Four000SeniorNotesDue2038Member2026-04-222026-04-220001551182etn:Four200SeniorNotesDue2031Member2026-04-222026-04-220001551182etn:Four800SeniorNotesDue2036Member2026-04-222026-04-220001551182etn:Five450SeniorNotesDue2056Member2026-04-222026-04-220001551182etn:Four500SeniorNotesDue2033Member2026-04-222026-04-220001551182etn:Three950SeniorNotesDue2029Member2026-04-222026-04-22

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): April 22, 2026

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
3.850% Senior Notes due 2028		ETN/28		New York Stock Exchange
3.950% Senior Notes due 2029		ETN/29		New York Stock Exchange
4.450% Senior Notes due 2030		ETN/30		New York Stock Exchange
4.200% Senior Notes due 2031		ETN/31		New York Stock Exchange
4.500% Senior Notes due 2033		ETN/33		New York Stock Exchange
3.550% Senior Notes due 2034		ETN/34		New York Stock Exchange
3.625% Senior Notes due 2035		ETN/35		New York Stock Exchange
4.800% Senior Notes due 2036		ETN/36		New York Stock Exchange
4.000% Senior Notes due 2038		ETN/38		New York Stock Exchange
5.450% Senior Notes due 2056		ETN/56		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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual General Meeting of Shareholders of Eaton Corporation plc (the “Company”) held on April 22, 2026, the items listed below were submitted to a vote of the shareholders.  The proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 13, 2026.  Each of the items was approved by the shareholders, and the voting results for each proposal are set forth below.

Proposal 1 – Electing the eleven director nominees.

Each of the following individuals was elected as a director to serve until the next Annual General Meeting of Shareholders or until his or her successor is duly elected and qualified:

Director		For		Against		Abstain		Broker Non-Votes
Gerald Johnson		303,980,477		1,551,129		377,736		39,477,781
Silvio Napoli		302,766,818		2,735,862		406,662		39,477,781
Gregory R. Page		286,023,827		19,516,387		369,128		39,477,781
Sandra Pianalto		298,653,327		6,902,248		353,767		39,477,781
Robert V. Pragada		300,581,753		4,871,493		456,096		39,477,781
Paulo Ruiz		303,235,430		2,278,809		395,103		39,477,781
Lori J. Ryerkerk		296,798,724		8,567,501		543,117		39,477,781
Andre Schulten		300,227,224		5,203,630		478,488		39,477,781
Karenann Terrell		302,497,987		3,026,577		384,778		39,477,781
Dorothy C. Thompson		299,510,432		6,052,245		346,665		39,477,781
Darryl L. Wilson		300,911,559		4,624,695		373,088		39,477,781

Proposal 2 – Approving the appointment of Ernst & Young LLP as independent auditor for 2026 and authorizing the Audit Committee of the Board of Directors to set auditor remuneration.

For		Against		Abstain
322,615,608		22,414,507		357,008

Proposal 3 – Approving, on an advisory basis, the Company’s executive compensation.

For		Against		Abstain		Broker Non-Votes
283,591,183		21,462,305		855,854		39,477,781

Proposal 4 – Approving the Board of Directors’ authority to issue shares under Irish law.

For		Against		Abstain
339,405,261		5,116,649		865,213

Proposal 5 – Approving the Board of Directors’ authority to opt-out of pre-emption rights under Irish law.

For		Against		Abstain
326,540,107		17,838,230		1,008,786

Proposal 6 – Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Company shares.

For		Against		Abstain
339,070,465		5,114,743		1,201,915

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: April 23, 2026	By:	/s/ Lucy Clark Dougherty
		Lucy Clark Dougherty Executive Vice President and Chief Legal Officer

FAQ

What did Eaton (ETN) shareholders decide at the 2026 Annual General Meeting?

Shareholders approved all six proposals at Eaton’s 2026 Annual General Meeting, including electing eleven directors, appointing Ernst & Young LLP as auditor, supporting executive compensation, authorizing new share issuances, opting out of pre-emption rights, and permitting overseas market purchases of Eaton shares.

Were all director nominees elected at Eaton’s 2026 AGM?

Yes, all eleven director nominees were elected at Eaton’s 2026 AGM. Each candidate, including Gerald Johnson and Silvio Napoli, received strong majority support, with vote totals generally above 296 million “For” votes, alongside limited “Against” and “Abstain” votes and substantial broker non-votes reported.

Did Eaton (ETN) shareholders approve the company’s auditor for 2026?

Yes, shareholders approved Ernst & Young LLP as Eaton’s independent auditor for 2026. The resolution received 322,615,608 votes in favor, 22,414,507 votes against, and 357,008 abstentions, while also authorizing the Audit Committee of the Board of Directors to set the auditor’s remuneration for the year.

How did Eaton shareholders vote on executive compensation in 2026?

On an advisory basis, shareholders approved Eaton’s executive compensation. The proposal received 283,591,183 votes “For,” 21,462,305 “Against,” 855,854 abstentions, and 39,477,781 broker non-votes, indicating overall support for the company’s pay practices for named executive officers at the 2026 meeting.

What share issuance authority did Eaton’s Board receive under Irish law?

Shareholders approved the Board’s authority to issue shares under Irish law, with 339,405,261 votes in favor, 5,116,649 against, and 865,213 abstentions. This authorization provides the Board flexibility to issue new shares within legal parameters established in Ireland for Eaton Corporation plc governance.

Did Eaton (ETN) shareholders approve opting out of pre-emption rights?

Yes, shareholders approved the Board’s authority to opt out of pre-emption rights under Irish law, receiving 326,540,107 votes “For,” 17,838,230 “Against,” and 1,008,786 abstentions. This allows certain share issuances without first offering shares pro rata to existing shareholders in specified circumstances.

Was Eaton authorized to repurchase shares on overseas markets?

Shareholders authorized Eaton and its subsidiaries to make overseas market purchases of Eaton shares. This proposal received 339,070,465 votes in favor, 5,114,743 against, and 1,201,915 abstentions, permitting buybacks on non-Irish markets within applicable legal and shareholder-approved limits for the company.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 6.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 21.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 32.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 23.9 KB