[8-K] Eaton Corporation, plc Reports Material Event

Rhea-AI Filing Summary

Ashland Inc. (NYSE: ASH) filed a Form 8-K to disclose the permanent appointment of William Whitaker as Senior Vice President, Chief Financial Officer and Principal Financial Officer, effective 18 July 2025.

Whitaker had served as interim CFO since 6 May 2025. His finalized compensation package comprises: (i) $414,600 annual base salary; (ii) target annual cash incentive equal to 65 % of salary; (iii) long-term incentive opportunity up to 265 % of salary; and (iv) an initial equity award valued at $1.1 million, split 40 % into Restricted Stock Units and 60 % into Performance Share Units. RSUs vest in three equal annual installments beginning 20 Nov 2026, while PSUs cliff-vest on 20 Nov 2029, all under the company’s 2021 Omnibus Plan.

No additional financial metrics, earnings data, or strategic transactions were reported in this current report.

Positive

• Permanently appointing the CFO removes interim uncertainty, supporting organizational stability.
• Equity-heavy compensation (60 % PSUs) aligns executive incentives with long-term shareholder value.

Negative

• Increased executive compensation introduces additional fixed and equity dilution costs without disclosed offsetting savings or performance targets.

Insights

Corporate Governance Analyst

TL;DR: Routine CFO confirmation; improves leadership continuity, negligible immediate financial effect.

The Board’s move converts an interim appointment into a permanent role, removing succession uncertainty. Compensation levels align with typical mid-cap chemical peers: base pay <$0.5 m, total target direct comp <4× salary. Equity mix (40 % RSU / 60 % PSU) emphasizes performance alignment, with multi-year vesting that supports retention. No guidance or capital-allocation changes were announced, so the filing is governance-oriented rather than financially material. Overall impact on valuation is neutral; however, continuity may be viewed modestly positive by creditors and rating agencies.

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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): July 19, 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)

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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))

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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. ☐

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

On July 21, 2025, Eaton Corporation plc (the “Company”) announced that Ernest Marshall, Executive Vice President and Chief Human Resources Officer, will depart from the Company, effective September 30, 2025.  In connection with his departure, Mr. Marshall entered into an agreement with the Company, dated July 19, 2025, 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 1.5 times the sum of his current annual salary and target annual incentive under the Company’s short-term incentive plan; (ii) pro-rated eligibility in the open award periods under the Company’s performance-based short- and long-term incentive programs; and (iii) continued vesting of his unvested stock options and restricted share units.

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: July 21, 2025	/s/ Lucy Clark Dougherty
	Lucy Clark Dougherty Executive Vice President and Chief Legal Officer