[8-K] Hubbell Incorporated Reports Material Event

Rhea-AI Filing Summary

Hubbell Incorporated filed an 8-K and an accompanying press release dated September 10, 2025. The filing includes language stating that neither Mr. Capozzoli nor any immediate family member is or is expected to be a participant in a reportable transaction under Item 404(a) of Regulation S-K. The filing describes certain termination-related payments: a pro-rated portion of a target annual short-term incentive award for the year of termination; payment for the incremental value of additional age and service credit under applicable supplemental plans (subject to each plan's terms) payable as a lump sum; and outplacement services up to 12 months with a cost cap equal to the lesser of 15% of annual base salary or $50,000. The document includes an interactive data file embedded in Inline XBRL and is signed by Katherine A. Lane, Senior Vice President, General Counsel and Secretary.

Positive

• Transparent disclosure of termination-related compensation components (prorated incentive, supplemental plan credit, outplacement services).
• No reportable related-party transaction disclosed for Mr. Capozzoli under Item 404(a) of Regulation S-K.
• Inline XBRL interactive data file embedded, improving accessibility of structured data.

Negative

• No quantification of the potential or actual dollar value of termination payments, preventing assessment of financial impact.
• Unclear triggering events: the filing does not state whether a termination occurred or when payments would be made.
• Fragmented disclosure—the content appears partial and omits contextual details such as the officer's role, effective dates, or whether cash was disbursed.

Insights

Corporate Governance Expert

TL;DR: The 8-K discloses executive-related termination benefits and affirms no reportable related-party transaction for Mr. Capozzoli.

The disclosure is procedural and focused on compensation mechanics tied to termination events: prorated short-term incentive, lump-sum credit for supplemental plan benefits, and capped outplacement services. These are standard severance components; the filing does not state that a termination has occurred, identify triggering events, or quantify foregone or actual payments. The mention that no Item 404(a) transaction exists for Mr. Capozzoli reduces related-party disclosure risk. The inclusion of Inline XBRL improves data accessibility for analysts, but materiality for investors depends on whether payments are actually triggered and their magnitude, which is not provided here.

Compensation/HR Risk Analyst

TL;DR: Severance components are specified but unquantified; operational impact unclear without amounts or confirmation of termination.

The filing outlines specific elements of a termination package, including a prorated short-term incentive, supplemental plan lump-sum credit, and up to 12 months of outplacement services capped at the lesser of 15% of salary or $50,000. From a compensation-risk perspective, caps and plan-subject clauses limit exposure, but lack of dollar amounts prevents assessment of financial impact. The document does not disclose whether these payments have been or will be made, nor the officer's identity beyond reference to Mr. Capozzoli in the related-party statement, leaving uncertainty on actual cost to the company.

HUBBELL INC false 0000048898 0000048898 2025-09-10 2025-09-10

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): September 10, 2025

HUBBELL INCORPORATED

(Exact name of registrant as specified in its charter)

Connecticut		1-2958		06-0397030
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

40 Waterview Drive Shelton, Connecticut		06484
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (475) 882-4000

N/A

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock - par value $0.01 per share		HUBB		New York Stock Exchange

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))

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.

Chief Financial Officer Succession

On September 10, 2025, the Board of Directors (the “Board”) of Hubbell Incorporated (the “Company”) announced that Mr. Joseph A. Capozzoli has been promoted to the position of Senior Vice President and Chief Financial Officer of the Company, effective as of January 1, 2026 (the “Effective Date”), to succeed Mr. William R. Sperry, who informed the Company of his retirement as Chief Financial Officer, effective as of December 31, 2025. Mr. Sperry will continue his employment as Chief Financial Officer through the end of 2025 and as Executive Vice President into 2026 and will provide ongoing transitional and strategic support in 2026.

Background

Mr. Capozzoli, age 50, has served as the Company’s Vice President, Finance – Hubbell Electrical Solutions Segment since January 2023. Prior to that, he served as the Vice President, Business Transformation, from January 2021 to January 2023. He also served as the Company’s Vice President, Controller and Principal Accounting Officer, from 2013 to January 2021. Before joining the Company, Mr. Capozzoli spent more than 15 years in leadership positions at major multi-national corporations. Mr. Capozzoli holds a bachelor’s degree in Business Administration from LaSalle University, and an MBA in Finance from Villanova University.

There is no arrangement or understanding between Mr. Capozzoli and any other person relating to his appointment as the Chief Financial Officer of the Company. Mr. Capozzoli has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K. Neither Mr. Capozzoli nor any immediate family member of Mr. Capozzoli has been or is currently proposed to be a participant in any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

Compensation Arrangements

In connection with the appointment of Mr. Capozzoli as Chief Financial Officer, as of the Effective Date, Mr. Capozzoli’s base salary will be increased from $440,000 to $550,000, subject to future adjustments based on performance and assigned responsibilities, and his annual short-term incentive award target percentage will be increased from 25% to 75% of his base salary.

Mr. Capozzoli shall also be eligible to receive annual awards under the Company’s long-term incentive program, pursuant to the Company’s Incentive Award Plan, at a value commensurate with his position and shall continue to participate in the Company’s health, welfare and retirement plans and other benefits as may be offered by the Company from time to time to other similarly situated employees.

Mr. Capozzoli will receive a Change in Control Severance Agreement pursuant to which, upon a qualifying termination (generally, a termination of employment by the Company without “Cause” or by Mr. Capozzoli for “Good Reason” in connection with a “Change in Control”), he is eligible to receive: a lump sum payment of his base salary multiplied by 2.0; continued medical, dental, vision, and life insurance benefits after termination for 2 years; a lump sum payment of his target short-term incentive award for the year in which the change in control occurs multiplied by 2.0; a lump sum payment of the pro-rated portion of his target annual short-term incentive award for the year in which the termination occurs; the incremental value of additional age and service credit under all applicable supplemental plans (subject to the terms of each plan freeze) payable as a lump sum; and outplacement services up to 12 months following termination at a cost not to exceed the lesser of 15% of his annual base salary or $50,000.

Item 8.01 Other Information.

On September 10, 2025, the Company issued a press release announcing the appointment of Mr. Capozzoli and retirement of Mr. Sperry. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated September 10, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

HUBBELL INCORPORATED
By:		/s/ Katherine A. Lane
		Name:		Katherine A. Lane
		Title:		Senior Vice President, General Counsel and Secretary

Date: September 10, 2025

FAQ

What termination payments does Hubbell's 8-K describe?

The filing states a pro-rated portion of the target annual short-term incentive award, a lump-sum payment for the incremental value of additional age and service credit under applicable supplemental plans (subject to plan terms), and outplacement services up to 12 months capped at the lesser of 15% of annual base salary or $50,000.

Does the 8-K report any related-party transactions for Mr. Capozzoli?

The filing explicitly states that neither Mr. Capozzoli nor any immediate family member has been or is currently proposed to be a participant in any transaction required to be reported under Item 404(a) of Regulation S-K.

When was the related press release issued?

The document references a press release dated September 10, 2025.

Is the financial impact of the described payments disclosed?

No. The filing does not provide dollar amounts or confirm whether payments were or will be made.

Who signed the filing on behalf of Hubbell?

The filing is signed by Katherine A. Lane, Senior Vice President, General Counsel and Secretary.