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): February 22, 2023

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)	(I.R.S. 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 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		Name of each exchange on which registered
Ordinary shares ($0.01 par value)		ETN		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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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

At a meeting held on February 22, 2023, the Compensation and Organization Committee of the Board of Directors of the registrant (the “Committee”) established corporate performance criteria that will be used to determine the amount of 2023 incentive compensation awards under the Executive Incentive Compensation Plan (the “Plan”). The Committee set specific Adjusted Earnings Per Share and Adjusted Operating Cash Flow metrics for the 2023 Plan corporate performance criteria. In addition to these quantitative goals, the Committee may also consider other performance factors in determining final awards. These include, but are not limited to, performance versus profit plan goals, performance versus that reported for the Company’s peers, and progress toward the execution of the Company’s growth strategies. The Plan participants consist of the Executive Officers of Eaton Corporation and approximately 2,800 other salaried employees. At the same meeting, the Committee established 2023 incentive target amounts. The individual incentive targets for the current executive officers who were named in the summary compensation table of the registrant’s 2022 Proxy Statement (the “Named Executive Officers”) range from 85% to 160%.

At the meeting, the Committee also established performance criteria for the Company’s long-term performance-based Executive Strategic Incentive program (“ESIP”) 2023-2025 award period and approved individual targets and grants for the Named Executive Officers, except the Chairman and Chief Executive Officer (“the CEO”). The individual target and grants for the CEO were approved following a discussion with the Board of Directors on February 23, 2023. The 2023-2025 award period opportunities for the Named Executive Officers took the form of performance share units (“PSUs”) and grants at the target level range from 4,310 PSUs to 34,635 PSUs. The actual number of PSUs earned will depend upon the registrant’s total return to shareholders, assuming reinvestment of dividends (“TSR”), relative to that of a group of 16 peers approved by the Committee at the same meeting. Consistent with historical practices, participants can earn 0% to 200% of the target number of PSUs.

SIGNATURE

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: February 24, 2023	/s/ Taras Szmagala
	Taras G. Szmagala, Executive Vice President and Chief Legal Officer

Eaton Corporation PLC filed SEC Form 8-K: Leadership Update