HUBB 8-K Current Reports

Hubbell 8-K Report, Financial Results (Oct 27, 2026)

Hubbell Incorporated reported third quarter 2026 results, with net sales of $1,872.5 million, up from $1,502.4 million a year earlier, and net sales growth of 25%. Organic net sales grew 11%, while acquisitions contributed 13%. GAAP diluted EPS was $4.94, compared with $4.77 in the prior-year quarter. Adjusted diluted EPS was $5.91, up 14% year over year. Operating income was $408.7 million, a 21.8% operating margin, and adjusted operating margin was 25.5%, up 160 bps. Free cash flow was $280.4 million. Management attributed the strength to Electrical Solutions, where organic net sales grew 22% on strong datacenter markets, content gains and capacity expansion. Utility Solutions net sales rose 9% to $1,027.8 million, with organic growth of about 5%. The company raised its full-year 2026 outlook, primarily on stronger expected Electrical Solutions growth. It now expects total sales growth of 18-19%, including organic growth of 10-11%, GAAP diluted EPS of $17.30 to $17.50, and adjusted diluted EPS of $20.40 to $20.60. The guidance includes approximately $20 million of anticipated restructuring and related investment and an expected free cash flow conversion of approximately 90% on adjusted net income. Balance sheet leverage increased materially during the period. Long-term debt was $4,506.4 million at September 30, 2026, versus $2,036.3 million at December 31, 2025, and total debt to total capital rose to 55% from 38%. Net debt was $4,664.7 million, or 51% of total capital. Goodwill and other intangible assets grew, and the company reported acquisition-related intangible amortization of $62.2 million in the quarter, compared with $24.7 million a year earlier. Interest expense, net was $58.0 million, versus $13.6 million in the prior-year quarter. The acquisitions of NSI Industries, Ventev, Nicor and DMC Power are cited in the filing as integration priorities, with management noting that NSI performance and integration are trending ahead of initial expectations.

Oct 27, 2026 8-K

Regulation FDOther EventsExhibits & Filings

Hubbell 8-K Report, Financial Results (Jul 28, 2026)

Hubbell Incorporated reported second-quarter 2026 results, with net sales of $1,711.8 million, up from $1,484.3 million a year earlier. The company stated net sales grew 15%, including 10% organic growth and 5% from acquisitions. Diluted EPS was $4.52, compared with $4.56 in the prior-year quarter. Adjusted diluted EPS was $5.52, up 12% year over year, and GAAP operating margin was 20.4% versus 22.7% a year earlier. Adjusted operating margin was 23.9%, down 50 bps year over year. Utility Solutions net sales rose 10% to $1,025.8 million, and Electrical Solutions net sales rose 25% to $686.0 million, with organic growth of 18% in that segment. During the quarter Hubbell acquired NSI Electrical Buyer, Inc. (NSI Industries) for approximately $3.0 billion, funded with a $900 million unsecured term loan, $1.9 billion of senior notes and commercial paper. Total debt rose to $5,372.6 million at June 30, 2026 from $2,325.4 million at December 31, 2025, and net debt to total capital was 52% versus 28% at year-end 2025. Second-quarter free cash flow was $212.8 million, compared with $220.7 million in the prior-year period. For full-year 2026, Hubbell expects total sales growth of 16-18%, including organic sales growth of 9-11%. The company expects GAAP diluted EPS of $17.25 to $17.55 and raised its adjusted diluted EPS outlook to $20.25 to $20.55. Management expects free cash flow conversion of approximately 90% on adjusted net income and about $20 million of restructuring and related investment.

Jul 28, 2026 8-K

Hubbell 8-K Report, Regulation FD Disclosure (Jun 9, 2026)

Hubbell Incorporated completed its acquisition of NSI Industries on June 9, 2026, after entering into a Stock Purchase Agreement dated May 1, 2026 with NSI Buyer, LP. Hubbell Incorporated (Delaware), a wholly-owned subsidiary, purchased all issued and outstanding capital stock of NSI Industries for $3.0 billion in cash, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses. The acquisition was funded with net proceeds from a new $900 million unsecured term loan facility, $1.9 billion aggregate principal amount of senior notes, and commercial paper issuances. According to the press release furnished as Exhibit 99.1, NSI Industries is a leading manufacturer and supplier of over 15,000 branded electrical products sold to over 2,000 distributors in North America. Its brands include Bridgeport fittings, Polaris connectors and Tork timers, and it is headquartered in Huntersville, North Carolina. The filing describes NSI as a provider of electrical fittings, connectors, components and wire management products serving industrial, infrastructure and commercial markets. Hubbell's press release states that the company had 2025 revenues of $5.8 billion. The filing does not provide NSI Industries' revenue, earnings or other financial results, nor the expected effect of the acquisition on Hubbell's financial performance.

Jun 9, 2026 8-K

Material AgreementsFinancial EventsOther Events+1

Hubbell 8-K Report, Material Agreement (Jun 8, 2026)

On June 2, 2026, Hubbell Incorporated priced a public offering of $1.9 billion aggregate principal amount of senior notes under its effective Form S-3 shelf registration, consisting of $500,000,000 of 4.650% Senior Notes due 2031, $700,000,000 of 4.900% Senior Notes due 2033 and $700,000,000 of 5.150% Senior Notes due 2036. The Notes were issued on June 8, 2026 and carry net proceeds of approximately $1,869.6 million after the underwriting discount and estimated offering expenses. Interest is payable semi-annually on June 15 and December 15, beginning December 15, 2026. The Notes are unsecured obligations of Hubbell only and are not guaranteed by any subsidiaries, so they are structurally subordinated to subsidiary liabilities. Hubbell expects to use the proceeds, together with cash on hand and/or additional borrowings (including under its previously announced 2026 term loan facility and/or commercial paper), to fund in part its previously announced acquisition of NSI Electrical Buyer, Inc. (NSI Industries), to repay certain NSI indebtedness, and to pay related fees and expenses. Investors should note a special mandatory redemption feature: if the NSI Acquisition is not consummated by five business days after the later of May 1, 2027 or any later Outside Date agreed by the parties, or if Hubbell notifies the trustee it will not pursue the acquisition, the Notes must be redeemed at 101% of principal plus accrued interest. Holders also have a change-in-control put at 101% of principal plus accrued interest. The filing also includes the Underwriting Agreement with J.P. Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc. as representatives, the Eighth Supplemental Indenture with U.S. Bank Trust Company, National Association as trustee, and legal opinions from Wachtell, Lipton, Rosen & Katz and Robinson & Cole LLP. Hubbell's press release announcing pricing is furnished as Exhibit 99.1, which describes the company as having 2025 revenues of $5.8 billion.

Jun 8, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Hubbell 8-K Report, Material Agreement (May 15, 2026)

On May 15, 2026, Hubbell Incorporated entered into a Term Loan Agreement with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent. The agreement lets Hubbell borrow up to $900 million on an unsecured basis to finance the NSI Acquisition, repay certain existing indebtedness of NSI, and pay related fees, costs and expenses. Availability is subject to customary conditions, including the consummation of the NSI Acquisition concurrently with funding. The loans will be drawn in a single borrowing on the acquisition closing date and will be due on the third anniversary of that borrowing. They bear interest at the Alternate Base Rate or Term SOFR, plus an applicable interest addition tied to Hubbell's credit ratings. The agreement includes customary unsecured-financing representations, warranties and covenants, plus a financial covenant requiring the ratio of total indebtedness to total capitalization to not exceed 65% at each fiscal quarter-end, beginning with the first quarter-end on or after the effective date. Events of default include non-payment of principal, covenant breaches, cross-default on other debt obligations above $100 million, and a change of control of Hubbell, any of which could allow lenders to accelerate outstanding loans. The filing also incorporates forward-looking statements about the expected timing and benefits of the NSI Acquisition and the related loan funding, and lists risks including completing the acquisition on the anticipated terms and timeline, integrating NSI, and transaction costs. The full agreement is filed as Exhibit 10.1, with schedules omitted under Item 601(a)(5) of Regulation S-K.

May 15, 2026 8-K

Material AgreementsRegulation FDOther Events+1

Hubbell 8-K Report, Shareholder Vote Results (May 6, 2026)

Hubbell Incorporated held its 2026 Annual Meeting of Shareholders on May 5, 2026. Shareholders voted on three proposals, all described in the definitive proxy statement filed March 23, 2026. The filing reports that all eleven director nominees were elected to serve until the 2027 annual meeting and until their successors are duly elected and qualified. Shareholders also approved, on a non-binding basis, the compensation of the named executive officers (the say-on-pay proposal). The filing reports 40,178,603 affirmative votes, 4,972,204 negative votes, 128,842 abstentions and 3,558,812 broker non-votes. The ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026 was also approved, with 42,197,403 affirmative votes, 6,611,388 negative votes and 29,670 abstentions. Vote tallies show that director support varied. Neal J. Keating received the most negative votes among the directors at 8,043,281, while Debra L. Dial received the fewest at 143,617. The filing contains no new financial results or guidance; it reports only shareholder voting outcomes.

May 6, 2026 8-K

Hubbell 8-K Report, Material Agreement (May 4, 2026)

Hubbell Incorporated (NYSE: HUBB) has entered into a Stock Purchase Agreement, dated May 1, 2026, to acquire NSI Industries, a provider of electrical fittings, connectors, components and wire management products serving industrial, infrastructure and commercial markets. The purchase price is $3.0 billion in cash, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses. Hubbell anticipates financing the deal with a combination of cash-on-hand and debt, and it has entered into a commitment letter for up to $2.8 billion of senior unsecured bridge loans. The transaction is subject to customary conditions, including expiration or termination of the Hart-Scott-Rodino waiting period, and the closing will not occur before May 31, 2026 without Hubbell's consent. The agreement includes an Outside Date of eight months after signing, extendable under certain circumstances up to the one-year anniversary. If the deal is terminated for failure to obtain antitrust approvals under specified circumstances, Hubbell must pay Seller a $150 million termination fee. In the accompanying press release, Hubbell states that the transaction is expected to close in mid-2026 and to be accretive to adjusted EPS in 2026, and that the purchase price represents approximately 15.5x anticipated 2026 EBITDA. NSI anticipates 2026 revenue of approximately $570 million. Hubbell describes NSI as a high-growth business that complements its Electrical Solutions portfolio.

May 4, 2026 8-K

Hubbell 8-K Report, Financial Results (Apr 30, 2026)

Hubbell Incorporated reported first-quarter 2026 results in a press release furnished as Exhibit 99.1. Net sales rose to $1,516.7 million from $1,365.2 million, and the release states that net sales grew 11%, with organic net sales growth of 8.2%, foreign exchange adding 0.6%, and acquisitions adding 2.3%. GAAP operating income was $263.8 million, or 17.4% of net sales, and adjusted operating margin was 19.8%, up 110 basis points. GAAP diluted EPS was $3.41 versus $3.03 a year earlier, and adjusted diluted EPS was $3.93 versus $3.38, up 16%. Adjusted EBITDA was $324.0 million versus $277.3 million. The Utility Solutions segment grew net sales 11% to $948.9 million, with Grid Infrastructure up approximately 18% and Grid Automation down approximately 7%. Electrical Solutions grew net sales 12% to $567.8 million, with organic growth of 11%, driven by datacenter and light industrial markets. Management attributed margin expansion to volume growth in high-margin businesses and price and productivity, partly offset by cost inflation and restructuring investment. Hubbell raised its full-year 2026 outlook. GAAP diluted EPS is now expected at $17.45 to $18.00 and adjusted diluted EPS at $19.30 to $19.85. The company expects total sales growth of 8% to 11%, including organic growth of 6% to 9%, and free cash flow conversion of 90% or greater on adjusted net income. Q1 operating cash flow was $86.6 million and free cash flow was $46.0 million, compared with $11.4 million a year earlier. Net debt rose to $1,956.3 million at March 31, 2026, from $1,729.1 million at December 31, 2025, and net debt to total capital was 31%.

Apr 30, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Hubbell 8-K Report, Financial Results (Feb 3, 2026)

Hubbell Incorporated (NYSE: HUBB) reported fourth quarter and full year 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For Q4 2025, net sales rose to $1,492.7 million from $1,334.3 million, and GAAP diluted EPS was $4.19 versus $3.66 a year earlier. Adjusted diluted EPS was $4.73 versus $4.13, and the filing states organic net sales growth of 9% alongside a 3% contribution from acquisitions. Q4 GAAP operating margin was 20.9%, and adjusted operating margin was 23.4%, up 140 basis points year over year. For full year 2025, net sales were $5,844.6 million and GAAP diluted EPS was $16.54, compared with $14.39 in 2024. Adjusted diluted EPS was $18.21 versus $16.59. Net cash provided by operating activities was $1,029.8 million and free cash flow was $874.7 million. Total debt rose to $2,325.4 million at year-end 2025 from $1,568.1 million, and the filing shows acquisitions of businesses totaling $958.3 million in cash during 2025. For 2026, Hubbell expects GAAP diluted EPS of $17.30 to $18.00 and adjusted diluted EPS of $19.15 to $19.85. It also anticipates total sales growth of 7% to 9% including organic growth of 5% to 7%, and free cash flow conversion of 90% or greater on adjusted net income. The outlook includes $15 million to $20 million of anticipated restructuring and related investment.

Feb 3, 2026 8-K

Hubbell 8-K Report, Material Agreement (Nov 14, 2025)

Hubbell Incorporated completed a public offering of $400 million aggregate principal amount of its 4.800% Senior Notes due 2035 on November 14, 2025, under a shelf registration statement on Form S-3. The net proceeds were approximately $392.0 million after the underwriting discount and estimated offering expenses. The Company expects to use the proceeds, together with cash on hand, to redeem in full its $400 million of 3.350% Senior Notes due March 1, 2026, plus any premium and accrued interest. A Notice of Full Redemption for those 2026 Notes was delivered on October 30, 2025, with redemption set for December 1, 2025. The Notes pay interest semi-annually on May 15 and November 15, beginning May 15, 2026, and mature on November 15, 2035. They are unsecured, unsubordinated obligations of the Company alone and are not guaranteed by any subsidiaries, so they are structurally subordinated to all liabilities of those subsidiaries. The Company may redeem the Notes before maturity at the prices set in the indenture. Upon a change in control triggering event, holders may require repurchase at 101% of principal plus accrued and unpaid interest. The transaction is primarily a refinancing: it replaces $400 million of maturing 2026 debt with a new $400 million issue maturing in 2035. The filing also incorporates the Seventh Supplemental Indenture dated November 14, 2025, with U.S. Bank Trust Company, National Association, as trustee, and opinions from Wachtell, Lipton, Rosen & Katz and Robinson & Cole LLP.

Nov 14, 2025 8-K

Hubbell 8-K Report, Corporate Update (Nov 4, 2025)

Hubbell Incorporated (NYSE: HUBB) entered into an underwriting agreement on October 30, 2025 with BofA Securities, Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters, for a public offering of $400,000,000 aggregate principal amount of its 4.800% Senior Notes due 2035. The offering was made under a shelf registration statement on Form S-3 (Registration No. 333-289041) filed with the SEC on July 29, 2025, and is expected to close on November 14, 2025, subject to customary closing conditions. The company expects to use the net proceeds, together with cash on hand, to redeem in full its outstanding $400,000,000 aggregate principal amount of 3.350% Senior Notes due 2026, which have a stated maturity date of March 1, 2026, and to pay any premium and accrued interest on those notes. The transaction is therefore primarily a refinancing of near-term debt rather than new borrowing for an acquisition or other stated purpose, with the principal amount of the new notes matching the notes being redeemed. The underwriting agreement contains customary representations, warranties, covenants and indemnification and contribution provisions. The filing also attaches a press release dated October 30, 2025 announcing the pricing of the notes, which describes the offering as a successful pricing and restates the expected closing date and use of proceeds, and it states that the release does not constitute a notice of redemption of the 2026 Notes.

Nov 4, 2025 8-K

Material AgreementsFinancial EventsRegulation FD+2

Hubbell 8-K Report, Financial Results (Oct 28, 2025)

Hubbell Incorporated reported third-quarter 2025 results on October 28, 2025. Net sales were $1,502.4 million, up from $1,442.6 million a year earlier, and the company described net sales as up 4% with organic net sales up 3%. GAAP diluted EPS was $4.77 versus $4.18 in the prior-year quarter, and adjusted diluted EPS was $5.17 versus $4.61. Operating margin was 22.0% (adjusted 23.9%). The effective tax rate fell to 17.5% from 21.0%, primarily due to a large income tax benefit from an international restructuring in the quarter. Net income attributable to Hubbell was $255.5 million. By segment, Utility Solutions net sales rose 1% to $944 million, with Grid Infrastructure up approximately 9% and Grid Automation down approximately 18% on weak meter and AMI project activity. Electrical Solutions net sales rose 10% to $559 million, with organic growth of 8% driven by datacenter and light industrial markets. Operating cash flow was $284 million in the quarter, and free cash flow was $254 million, compared with $189 million a year earlier. Hubbell raised its full-year 2025 outlook. Diluted EPS is now expected at $16.55-$16.75 and adjusted diluted EPS at $18.10-$18.30, with full-year total and organic net sales growth of 3-4%, an adjusted tax rate of 20.5% to 21.0%, and free cash flow conversion of approximately 90% on adjusted net income. As of September 30, 2025, total debt was $1,996.3 million, net debt was $1,215.6 million, and net debt to total capital was 21%.

Oct 28, 2025 8-K

Hubbell 8-K Report, Material Agreement (Oct 1, 2025)

Hubbell Incorporated (NYSE: HUBB) reported in a Form 8-K dated October 1, 2025 that it completed its acquisition of DMC Power, which the filing describes as a provider of connectors and tooling for utility substation and transmission markets. Hubbell, through its subsidiary Hubbell Power Systems, Inc., purchased all outstanding capital stock of Power Rose Acquisition, Inc. (DMC Power) from Power Rose Topco, L.P. for $825,000,000 in cash, subject to a customary working capital adjustment. The purchase price was funded through a combination of commercial paper issuances and borrowings under a new term loan. To finance the deal, Hubbell entered into a Term Loan Agreement dated September 29, 2025 with a syndicate of lenders and JPMorgan Chase Bank, N.A. as administrative agent. The facility allows borrowings of up to $600 million on an unsecured basis, and Hubbell borrowed the full $600 million on the closing date. The loans mature on September 29, 2028, bear interest based on Term SOFR plus an applicable interest addition tied to Hubbell's credit ratings, and include a financial covenant requiring the ratio of total indebtedness to total capitalization to not exceed 65% at each fiscal quarter-end. Event-of-default triggers include cross-defaults on other debt exceeding $100 million and a change of control of Hubbell. The press release furnished as Exhibit 99.1 describes DMC Power as a designer and manufacturer of connector technology systems for high voltage power infrastructure, with over 350 employees and two manufacturing facilities in Carson, CA and Olive Branch, MS. The release states that Hubbell had 2024 revenues of $5.6 billion. The filing does not report DMC Power's revenues or earnings.

Oct 1, 2025 8-K

Leadership ChangesOther EventsExhibits & Filings

Hubbell 8-K Report, Executive Changes (Sep 10, 2025)

Hubbell Incorporated (NYSE: HUBB) filed an 8-K on September 10, 2025 announcing a Chief Financial Officer succession. Joseph A. Capozzoli, currently Vice President, Finance – Hubbell Electrical Solutions Segment, has been promoted to Senior Vice President and Chief Financial Officer effective January 1, 2026, succeeding William R. Sperry, who retires as CFO effective December 31, 2025. Sperry will remain employed through 2025 as CFO, then as Executive Vice President into 2026, and will provide ongoing transitional and strategic support in 2026. In connection with the appointment, Capozzoli's base salary will increase from $440,000 to $550,000, subject to future adjustments, and his annual short-term incentive target will rise from 25% to 75% of base salary. He will also be eligible for annual long-term incentive awards and will receive a Change in Control Severance Agreement providing, upon a qualifying termination, a lump sum of 2.0 times base salary, a lump sum of 2.0 times target short-term incentive, two years of continued welfare benefits, and other payments. The filing states there is no arrangement or understanding relating to his appointment and no related-party transactions requiring disclosure. The company's press release, furnished as Exhibit 99.1, states that Capozzoli joined Hubbell in 2013 as Vice President, Controller, and that he has been instrumental in driving strong financial performance and margin expansion in the Electrical Solutions segment. Starting in 2026, he will report to Chairman, President and CEO Gerben Bakker. Sperry has 17 years of service with the company, including 14 years as CFO.

Sep 10, 2025 8-K

Hubbell 8-K Report, Executive Changes (Aug 29, 2025)

Hubbell Incorporated filed a Form 8-K on August 29, 2025 reporting that its Board of Directors elected Edward H. Baine as an independent director, effective that same day. Mr. Baine was appointed to the Board's Compensation Committee and Finance Committee upon commencing his term. He received a restricted stock award valued at $160,000 on the Effective Date and will participate in the standard non-employee director compensation arrangements described in the company's March 24, 2025 definitive proxy statement. The filing states there is no arrangement or understanding between Mr. Baine and any other person regarding his selection, and neither he nor his immediate family has any reportable related-person transaction under Item 404(a) of Regulation S-K. According to the accompanying press release (Exhibit 99.1), Mr. Baine, 51, is executive vice president-Utility Operations and president-Dominion Energy Virginia at Dominion Energy, a role in which he has led Utility Operations since January 1, 2025. CEO Gerben Bakker stated that Mr. Baine's utility industry expertise will support Hubbell's focus on grid modernization and electrification. With his addition, the Board has eleven directors, ten of whom are independent. The filing is a governance update rather than a financial disclosure and contains no reported financial results or guidance. Its most relevant content for investors is the expansion of board expertise in the utility sector, which aligns with the company's stated focus on critical infrastructure solutions.

Aug 29, 2025 8-K

Hubbell 8-K Report, Corporate Update (Aug 14, 2025)

Hubbell Incorporated (NYSE: HUBB) reported in an 8-K filed August 14, 2025 that on August 12, 2025 it entered into a definitive transaction agreement to acquire DMC Power, LLC from an affiliate of Golden Gate Capital for $825,000,000 in cash, subject to a customary working capital adjustment. Hubbell plans to finance the deal with a combination of cash on hand and debt. The transaction is expected to close by the end of 2025, subject to expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. The attached press release describes DMC Power as a designer and manufacturer of connector technology systems for high voltage power infrastructure, with over 350 employees and two manufacturing facilities in Carson, CA and Olive Branch, MS. DMC Power anticipates 2026 revenue of approximately $130 million and EBITDA of approximately $60 million. Hubbell expects the acquisition to be accretive to adjusted EPS in 2026. Management frames the deal as an addition to its Utility Solutions portfolio, citing load growth, datacenter interconnection and aging infrastructure as demand drivers. The filing's forward-looking statements caution that closing, synergies and timing could differ materially from expectations.

Aug 14, 2025 8-K

Leadership ChangesShareholder MattersCorporate Changes+1

Hubbell 8-K Report, Financial Results (Jul 29, 2025)

Hubbell Incorporated reported results for the second quarter and six months ended June 30, 2025, in a press release furnished as Exhibit 99.1. Net sales were $1,484.3 million for the quarter, compared with $1,452.5 million a year earlier, and GAAP diluted EPS was $4.56 versus $4.01. Adjusted diluted EPS was $4.93 versus $4.44 in the prior-year quarter. Operating margin was 22.7% and adjusted operating margin was 24.4%. The company changed its accounting for certain U.S. inventories from LIFO to FIFO during the quarter, which it says better matches costs and revenues and improves comparability with peers. The change decreased cost of goods sold by $29 million in the second quarter ($0.42 per diluted share) and by $20 million for the first half ($0.29 per diluted share). Segment information for prior periods has been recast to reflect the new method, and the company states this is not a restatement. Hubbell raised its 2025 outlook: diluted EPS of $16.25-$16.75 and adjusted diluted EPS of $17.65-$18.15. It anticipates full-year total and organic net sales growth of 4-6%, an adjusted tax rate of 22.0%-22.5%, and free cash flow conversion of approximately 90% on adjusted net income. Utility Solutions net sales rose 1% to $936 million, with Grid Infrastructure up approximately 7% and Grid Automation down approximately 13%. Electrical Solutions net sales rose 4% to $549 million on organic growth of 4%, led by datacenter markets.

Jul 29, 2025 8-K

Hubbell 8-K Report, Executive Changes (May 7, 2025)

On May 6, 2025, Hubbell Incorporated held its 2025 Annual Meeting of Shareholders, where shareholders approved the Hubbell Incorporated Incentive Award Plan, an amendment and restatement of the Second Amended and Restated 2005 Incentive Award Plan. Key changes include an increase of 620,000 shares available for issuance, bringing the total to 1,749,789 shares as of March 7, 2025; elimination of limits on full value awards and per-person annual awards; an increase in the Independent Directors' annual grant date fair value limit from $500,000 to $1,000,000; a higher threshold (change in a majority of the Board) for triggering a Change in Control; and an extension of the plan term to 2035. Shareholders also approved an amendment and restatement of the Certificate of Incorporation that moves uncontested director elections from a plurality to a majority voting standard, with plurality retained for contested elections. Amended and Restated By-Laws, effective May 6, 2025, adopt the same majority voting change and add provisions allowing shareholder meetings to be held solely by remote communication and requiring notices to include a separate voting record date when applicable. All director nominees were elected to serve until the 2026 annual meeting. Shareholders approved the say-on-pay advisory vote with 39,612,315 votes in favor against 4,552,048 against and 258,141 abstentions, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2025 with 41,108,452 votes in favor and 6,850,513 against. The Incentive Award Plan was approved with 41,926,594 votes in favor and 2,340,787 against.

May 7, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Hubbell 8-K Report, Financial Results (May 1, 2025)

Hubbell Incorporated reported first quarter 2025 results on May 1, 2025. Net sales were $1,365.2 million, down from $1,399.1 million a year earlier, and the release attributes the 2% decline to organic net sales (-0.6%), foreign exchange (-0.6%), and net M&A (-1.2%). GAAP diluted EPS rose to $3.15 from $2.73, a 15% increase, while adjusted diluted EPS declined to $3.50 from $3.60, a 3% decrease. GAAP operating margin improved to 17.5% from 16.3%, but adjusted operating margin fell to 19.3% from 19.7%. Management attributed the quarter to strong Electrical Solutions performance, with organic growth of 5% driven by datacenter markets, and a return to organic growth in Grid Infrastructure, offset by a sharp decline in Grid Automation and a net price/cost/productivity headwind from raw material inflation and tariffs. Cash generation weakened. Net cash provided by operating activities was $37.4 million versus $92.2 million, and free cash flow was $11.4 million versus $51.9 million. Total debt rose to $1,860.1 million from $1,568.1 million, net debt to total capital increased to 28% from 24%, and short-term debt and the current portion of long-term debt increased to $816.1 million from $125.4 million. During the quarter the company repurchased $125.0 million of common shares and made $73.3 million in business acquisitions. For full-year 2025, Hubbell reiterated its adjusted diluted EPS outlook of $17.35-$17.85 and set GAAP diluted EPS guidance of $15.95-$16.45. The company anticipates total sales growth and organic net sales growth of 6-8%, including pricing actions in response to incremental cost inflation, an adjusted tax rate of 22.0% to 22.5%, roughly $20 million of restructuring and related investment, and free cash flow conversion of 90% or greater on adjusted net income.

May 1, 2025 8-K

Hubbell 8-K Report, Material Agreement (Mar 26, 2025)

Hubbell Incorporated entered into a five-year, $1.0 billion committed unsecured revolving credit agreement on March 25, 2025, with a syndicate of lenders and JPMorgan Chase Bank, N.A. as administrative agent. The facility is maintained for general corporate purposes, including support for commercial paper issuance, and may be increased to an aggregate amount of up to $1.5 billion. It includes a $50.0 million sub-limit for letters of credit, and loans and letters of credit to the foreign subsidiary borrowers may not exceed $100.0 million in total. Revolving loans are available in U.S. dollars, euro, pounds sterling, Canadian dollars and Swiss francs, and dollar loans bear interest at either the Alternate Base Rate or Term SOFR Rate plus an applicable margin tied to the Company's credit ratings. All revolving loans are due March 25, 2030, with up to two one-year maturity extensions available. The agreement includes a financial covenant requiring the ratio of total indebtedness to total capitalization not to exceed 65% at each fiscal quarter-end. Events of default include failure to pay principal, covenant breaches, failure to pay debt obligations over $100 million, and a change of control; a default would allow lenders to terminate commitments and accelerate outstanding loans. In connection with entering the new facility, Hubbell terminated all commitments under its existing Credit Agreement dated March 12, 2021, which was among the Company, Hubbell Power Holdings S.à r.l., Harvey Hubbell Holdings S.à r.l., the lenders and JPMorgan Chase Bank, N.A. as administrative agent. The filing also lists the full credit agreement as Exhibit 10.1.

Mar 26, 2025 8-K

Hubbell 8-K Report, Financial Results (Feb 4, 2025)

Hubbell Incorporated (NYSE: HUBB) furnished a press release dated February 4, 2025 reporting results for the fourth quarter and full year ended December 31, 2024. For Q4 2024, net sales were $1,334.3 million (down from $1,345.8 million), GAAP diluted EPS was $3.64 versus $3.16, and adjusted diluted EPS was $4.10 versus $3.69. Q4 GAAP operating margin was 19.3% and adjusted operating margin was 21.8%, up 240 bps year over year. Organic net sales declined 3.0% in the quarter, with acquisitions adding 5.6% and divestitures reducing sales by 3.1%. Management said organic growth was below expectations, though operational execution drove margin expansion. For full year 2024, net sales were $5,628.5 million, up from $5,372.9 million, with GAAP diluted EPS of $14.37 and adjusted diluted EPS of $16.57. Full-year organic net sales grew 6.6%, and adjusted operating margin reached 21.9%, up 90 bps. Net cash provided by operating activities was $991.2 million and free cash flow was $810.8 million. Total debt fell to $1,568.1 million from $2,140.6 million, and net debt to total capital declined to 24% from 34%. Utility Solutions net sales rose to $3,600.7 million for the year, while Electrical Solutions fell to $2,027.8 million, reflecting the residential lighting divestiture. For 2025, Hubbell anticipates total and organic sales growth of 4-5%, GAAP diluted EPS of $16.00 to $16.50, and adjusted diluted EPS of $17.35 to $17.85. The outlook includes approximately $20 million of restructuring and related investment, an adjusted tax rate of 22.0% to 22.5%, and free cash flow conversion of 90% or greater on adjusted net income. The filing also notes risks including geopolitical conditions, tariffs, and softness in telecommunications and residential markets.

Feb 4, 2025 8-K

Hubbell 8-K Report, Executive Changes (Nov 19, 2024)

Hubbell Incorporated (NYSE: HUBB) filed a Form 8-K on November 19, 2024 reporting that its Board of Directors elected Garrick J. Rochow as an independent director, effective that same day. Mr. Rochow was appointed to the Board's Audit Committee and Finance Committee upon commencing his term. The filing states he received a restricted stock award valued at $160,000 on the Effective Date and will take part in the company's standard non-employee director compensation arrangements. The filing also states there is no arrangement or understanding between Mr. Rochow and any other person regarding his selection, and no related-person transactions to report under Item 404(a) of Regulation S-K. The company's press release, attached as Exhibit 99.1, states that Mr. Rochow's election brings the Board to ten directors, nine of whom are independent. The release describes him as President, Chief Executive Officer and a Director of CMS Energy Corporation and Consumers Energy Company, and notes his more than twenty-year career at CMS. Chairman, President and CEO Gerben Bakker is quoted welcoming him and citing his experience in the utility industry as relevant to grid modernization and electrification, the areas the company says it supports with critical infrastructure solutions. The filing is a governance update with limited direct financial impact. The only financial figures it provides are the $160,000 restricted stock award and the company's 2023 revenues of $5.4 billion, which appear in the press release boilerplate.

Nov 19, 2024 8-K

Hubbell 8-K Report, Financial Results (Oct 29, 2024)

Hubbell Incorporated reported third quarter and nine-month 2024 results in a press release dated October 29, 2024, furnished as Exhibit 99.1. For the third quarter, net sales were $1,442.6 million versus $1,375.8 million a year earlier, with GAAP diluted EPS of $4.05 (versus $3.70) and adjusted diluted EPS of $4.49 (versus $3.95). Operating income was $303.8 million (21.1% of net sales) and adjusted operating margin was 23.2%. Organic net sales declined 1.0%, with acquisitions contributing 9.4% and divestitures reducing sales by 3.3%. Utility Solutions net sales rose 11% to $933 million, while Electrical Solutions net sales fell to $510 million, with organic growth of 3%. For the nine months ended September 30, 2024, net sales were $4,294.2 million and diluted EPS was $10.73, compared with $10.89 in the prior-year period. Net cash provided by operating activities was $558.8 million and free cash flow was $446.4 million. Total debt fell to $1,931.5 million from $2,140.6 million at December 31, 2023, and net debt to total capital declined to 27% from 34%. Management updated its full-year 2024 outlook: GAAP diluted EPS of $14.20 to $14.40, and adjusted diluted EPS raised to $16.35 to $16.55. The company expects total sales growth of approximately 6%, organic growth of approximately 1%, and free cash flow of approximately $800 million. The adjusted EPS outlook excludes approximately $1.75 of acquisition-related intangible amortization, a $0.22 loss on the disposition of the residential lighting business, and $0.17 of transaction, integration and separation costs.

Oct 29, 2024 8-K

Hubbell 8-K Report, Financial Results (Jul 30, 2024)

Hubbell Incorporated reported results for the second quarter and six months ended June 30, 2024 in a press release furnished as Exhibit 99.1. Second-quarter net sales were $1,452.5 million, up 6% from $1,365.9 million, with organic net sales growth of 2% and net acquisitions adding 5%. Diluted EPS was $3.94 (versus $3.82), and adjusted diluted EPS was $4.37 (versus $4.07). GAAP operating margin was 20.7% and adjusted operating margin was 22.8%, up 40 basis points year over year. Operating cash flow was $239.6 million and free cash flow was $205.7 million in the quarter. By segment, Utility Solutions net sales rose 12% to $926.5 million, driven by acquisitions, while organic sales declined and telecom markets were weak. Electrical Solutions net sales declined 2% to $526.0 million, but organic net sales grew 7%, with GAAP operating margin rising to 20.0% from 16.5%, aided by volume growth and productivity and offset by a 9% drag from the divestiture of the residential lighting business. Hubbell raised its full-year 2024 outlook, now guiding to diluted EPS of $14.30-$14.60 and adjusted diluted EPS of $16.20-$16.50, total sales growth of 7-8%, organic net sales growth of approximately 3%, and free cash flow of approximately $800 million. The company also reported net debt to total capital of 30%, down from 34% at year-end 2023.

Jul 30, 2024 8-K

Hubbell 8-K Report, Shareholder Vote Results (May 9, 2024)

At its 2024 Annual Meeting of Shareholders, held on May 7, 2024, Hubbell Incorporated elected all nine board nominees to serve until the 2025 annual meeting. The filing reports voting results on three proposals described in the Definitive Proxy Statement filed March 25, 2024: director elections, a non-binding say-on-pay vote on named executive officer compensation, and ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024. The filing states that the nominees were elected, Proposal 2 was adopted, and Proposal 3 was approved. In the director election, every nominee received more affirmative votes than withhold votes. Debra L. Dial (45,848,724 affirmative, 75,739 withheld) and Rhett A. Hernandez (45,753,833 affirmative, 170,630 withheld) recorded the highest levels of support by this measure. Anthony J. Guzzi (42,264,050 affirmative, 3,660,413 withheld) and Neal J. Keating (42,684,406 affirmative, 3,240,057 withheld) recorded the largest withhold vote totals. Each nominee also shows 3,383,690 broker non-votes. Shareholders approved the say-on-pay proposal with 43,432,144 affirmative votes against 2,245,975 negative votes and 246,344 abstentions. The auditor ratification received 44,498,162 affirmative votes against 4,789,132 negative votes and 20,859 abstentions. The filing itself is a voting-results notice and does not describe any other corporate actions.

May 9, 2024 8-K

Hubbell 8-K Report, Financial Results (Apr 30, 2024)

Hubbell Incorporated reported first quarter 2024 results in a press release dated April 30, 2024, furnished as Exhibit 99.1. Net sales were $1,399.1 million, up from $1,285.4 million, and diluted EPS was $2.73 versus $3.37 a year earlier. Adjusted diluted EPS was $3.60 compared with $3.61. GAAP operating income fell to $228.5 million from $248.8 million, and operating margin declined 310 basis points to 16.3%. Adjusted operating margin was 19.7%, down 100 basis points. Acquisitions drove much of the sales growth, while organic net sales grew 2.3%. By segment, Utility Solutions net sales rose 14% to $894 million, with organic sales flat and acquisitions adding 14%. Electrical Solutions net sales were roughly flat at $505 million, with organic net sales up 6% and a divestiture reducing sales by 6%. The company closed the sale of its residential lighting business in the quarter for a cash purchase price of $131 million, recording a pre-tax loss of $5.3 million. Operating cash flow was $92 million and free cash flow was $52 million, compared with $114 million and $80 million in the prior-year period. For full-year 2024, Hubbell reaffirmed adjusted diluted EPS guidance of $16.00-$16.50 and now anticipates GAAP diluted EPS of $14.10-$14.60. It expects total sales growth of 8-10% and organic net sales growth of 3-5%, and continues to expect free cash flow of approximately $800 million.

Apr 30, 2024 8-K

Leadership Changes

Hubbell 8-K Report, Executive Changes (Jan 30, 2024)

Hubbell Incorporated (HUBB) filed this Form 8-K on January 30, 2024, reporting an event dated January 24, 2024. The filing discloses a single item: Item 5.02, Departure of Directors or Certain Officers. On January 24, 2024, John G. Russell notified Hubbell of his intention to retire and not stand for reelection as a Director upon the expiration of his term at the company's 2024 Annual Meeting of Shareholders. The filing states that Mr. Russell's decision did not result from any disagreement with Hubbell. No successor, financial results, or other board or compensation changes are reported in this filing. For investors, the filing is a routine governance notice. It signals a planned board transition at the 2024 Annual Meeting but contains no financial metrics, guidance, or operational information.

Jan 30, 2024 8-K

Material AgreementsFinancial EventsRegulation FD+2

Hubbell 8-K Report, Financial Results (Jan 30, 2024)

Hubbell Incorporated (NYSE: HUBB) reported fourth quarter and full year 2023 results in a January 30, 2024 press release furnished as Exhibit 99.1. For Q4 2023, net sales from continuing operations were $1,345.8 million versus $1,219.6 million a year earlier, with diluted EPS from continuing operations of $3.16 (adjusted diluted EPS of $3.69). For full year 2023, net sales were $5,372.9 million, diluted EPS from continuing operations was $14.05 (adjusted $15.33), and operating income was $1,038.5 million versus $709.1 million in 2022. Full year free cash flow was $715.1 million. The company made a major acquisition in the fourth quarter: Northern Star Holdings, Inc. (commercially known as Systems Control), a manufacturer of substation control and relay panels, for approximately $1.1 billion, funded with cash and a $600 million term loan. Hubbell also agreed to sell its residential lighting business for a cash purchase price of $131 million, with closing expected in the first quarter of 2024. Total debt rose to $2,140.6 million at year-end 2023 from $1,442.6 million, and net debt to total capital was 34% versus 24% a year earlier. For 2024, Hubbell guided to total sales growth of 8-10% and organic sales growth of 3-5%, GAAP diluted EPS from continuing operations of $14.40-$14.90, and adjusted diluted EPS of $16.00-$16.50. The company expects full year 2024 free cash flow of approximately $800 million. Management cited strong price realization and positive volumes in the quarter, with telecom and utility distribution markets weaker and channel inventory levels largely stabilized in electrical products.

Jan 30, 2024 8-K

Hubbell 8-K Report, Material Agreement (Dec 12, 2023)

On December 12, 2023, Hubbell Incorporated completed its acquisition of Northern Star Holdings, Inc. (commercially known as Systems Control) from Northern Star Parent Holdings, LLC, through its wholly owned subsidiary Hubbell Power Systems, Inc. The purchase price was $1.1 billion in cash, subject to customary adjustments, funded with cash on hand, commercial paper issuances and borrowings under a new loan agreement. Systems Control is described in the filing as a manufacturer of substation control and relay panels and turnkey substation control building solutions. To finance part of the purchase price, Hubbell entered into a Term Loan Agreement dated December 8, 2023 with a syndicate of lenders and JPMorgan Chase Bank, N.A. as administrative agent. Hubbell borrowed the full $600 million available under the unsecured facility on the closing date. The loans are due December 8, 2026 and bear interest at Adjusted Term SOFR plus an applicable margin tied to Hubbell's credit ratings. The agreement includes a financial covenant requiring the ratio of total indebtedness to total capitalization to not exceed 65% at each fiscal quarter-end, and a change of control or cross-default on other debt over $100 million can trigger an event of default. For investors, the key points are the size of the acquisition relative to Hubbell's business, the new $600 million of debt maturing in three years, and the leverage covenant that governs the company's borrowing capacity. The filing notes Hubbell's 2022 revenues of $4.9 billion as context for the company's scale.

Dec 12, 2023 8-K

Material AgreementsRegulation FDExhibits & Filings

Hubbell 8-K Report, Financial Results (Oct 31, 2023)

Hubbell Incorporated reported third quarter 2023 results in a press release dated October 31, 2023, furnished as Exhibit 99.1 to this Form 8-K. Third quarter net sales were $1,375.8 million, up from $1,316.2 million in the prior-year quarter, with organic net sales up 3.5% per the organic net sales reconciliation and net income from continuing operations attributable to Hubbell of $200.1 million. Diluted EPS from continuing operations was $3.70 (versus $2.78 a year earlier), and adjusted diluted EPS from continuing operations was $3.95 (versus $3.08). GAAP operating margin rose to 20.1% from 15.5%, and adjusted operating margin rose to 21.4% from 17.0%, driven by price realization, lower raw material costs and improved productivity, partially offset by non-material cost inflation and increased investment. By segment, Utility Solutions net sales rose 8% to $837.9 million, with Utility Communications and Controls up approximately 28%, while Electrical Solutions net sales declined 1% to $537.9 million, with organic net sales down 1%. Residential markets remained soft and channel inventory normalization continued to affect commercial-facing markets, while transmission markets were described as robust and renewables and datacenter verticals as strong. For the full year 2023, the company raised its diluted EPS from continuing operations outlook to $14.00-$14.25 and its adjusted diluted EPS outlook to $15.00-$15.25, and expects free cash flow greater than $700 million. Nine-month free cash flow was $431.5 million. The filing also references the proposed acquisition of the Systems Control business, which is described as pending.

Oct 31, 2023 8-K

Hubbell 8-K Report, Material Agreement (Oct 30, 2023)

Hubbell Incorporated (NYSE: HUBB) reported in this Form 8-K filed October 30, 2023, that its wholly owned subsidiary Hubbell Power Systems, Inc. entered into a Stock Purchase Agreement dated October 28, 2023 to acquire Northern Star Holdings, Inc. (commercially known as Systems Control), a manufacturer of substation control and relay panels and turnkey substation control building solutions, from Northern Star Parent Holdings, LLC (the Seller). The aggregate purchase price is $1.1 billion in cash, subject to customary adjustments for net indebtedness, working capital and transaction expenses. Hubbell expects to finance the deal with a combination of cash on hand and debt. The press release states Systems Control estimates 2024 sales of approximately $400 million, and the purchase price represents approximately 12x projected 2024 EBITDA, with the company anticipating adjusted EPS accretion in 2024. Closing is subject to customary conditions, including expiration or termination of the Hart-Scott-Rodino waiting period, accuracy of representations and warranties, compliance with covenants, and the absence of a Material Adverse Effect. The parties agreed that closing will not occur before December 22, 2023 without Hubbell's consent, and the press release anticipates closing by the end of 2023. Either party may terminate if closing has not occurred by April 28, 2024 (extendable by three months by Hubbell in certain circumstances), among other grounds. Hubbell would owe the Seller a $55 million termination fee if the agreement is terminated for failure to close before the Outside Date while only specified antitrust-related conditions remain unsatisfied. The acquisition is presented by management as enhancing Hubbell's Utility Solutions portfolio and aligned with megatrends in aging infrastructure, grid automation, renewables and electrification. The filing also notes that the transaction will be discussed on a conference call alongside Hubbell's third quarter 2023 earnings results.

Oct 30, 2023 8-K/A

Hubbell 8-K/A Report, Shareholder Vote Results (Sep 14, 2023)

Hubbell Incorporated filed this Form 8-K/A (Amendment No. 1) on September 14, 2023, to amend Item 5.07 of its Form 8-K originally filed on May 4, 2023, which reported voting results from the 2023 Annual Meeting of Shareholders held on May 2, 2023. The amendment was made solely to add disclosure on the Board of Directors' determination regarding the frequency of future shareholder advisory votes on named executive officer compensation. All other disclosure in the Initial 8-K is unchanged. At the Annual Meeting, shareholders voted on an advisory "Say When on Pay" proposal regarding how often to hold future say-on-pay votes. The option "every year" received the highest number of votes cast. Based on the company's prior practice of holding annual advisory votes and the results of that vote, the Board determined that the company will continue to hold a shareholder advisory vote on named executive officer compensation every year. The Board's decision means annual say-on-pay votes will continue until the next required frequency vote, which must occur no later than the company's 2029 annual meeting of shareholders. The filing is administrative in nature and does not report any financial results, transactions, or changes to operations.

Sep 14, 2023 8-K

Hubbell 8-K Report, Financial Results (Jul 25, 2023)

Hubbell Incorporated reported second quarter 2023 results on July 25, 2023, with net sales of $1,365.9 million, up 9% from $1,256.0 million in the second quarter of 2022, including organic growth of 6% and acquisitions adding 3%. GAAP operating income rose to $287.8 million (21.1% of net sales) from $190.6 million (15.2%), and GAAP diluted EPS from continuing operations was $3.82 versus $2.51. Adjusted diluted EPS from continuing operations was $4.07 versus $2.81, and adjusted operating margin expanded 580 basis points to 22.4%. By segment, Utility Solutions net sales increased 14% to $831 million, with adjusted operating margin of 25.6%, driven by price realization, lower raw material costs, productivity and volume growth. Electrical Solutions net sales rose 1% to $535 million, with organic net sales down 4%, as acquisitions added 5%; channel inventory management and soft residential markets were cited as headwinds. Management said demand remains strong in utility markets and that it intends to accelerate investment levels in the second half of 2023. For full year 2023, Hubbell raised its outlook: diluted EPS from continuing operations of $13.75 to $14.25 and adjusted diluted EPS of $14.75 to $15.25. The company anticipates total sales growth of 8-10%, organic net sales growth of 7-9%, and free cash flow greater than $700 million. Six-month free cash flow was $272.5 million, and net debt to total capital fell to 21% from 24% at year-end 2022.

Jul 25, 2023 8-K

Leadership Changes

Hubbell 8-K Report, Executive Changes (Jun 29, 2023)

Hubbell Incorporated (HUBB) filed a Form 8-K on June 29, 2023 under Item 5.02, reporting a board change. On June 24, 2023, the Board of Directors appointed Debra L. Dial as an independent director, effective July 1, 2023 (the "Effective Date"). Ms. Dial was appointed to the Board's Audit Committee and Finance Committee upon commencing her board term. The filing states that there is no arrangement or understanding between Ms. Dial and any other person regarding her selection as a director. It also states that neither Ms. Dial nor any immediate family member has been, or is proposed to be, a participant in a related-person transaction reportable under Item 404(a) of Regulation S-K. On compensation, Ms. Dial will receive a restricted stock award valued at $145,000 on the Effective Date and will participate in the company's standard non-employee director compensation arrangements, as described in the Director Compensation section of the definitive proxy statement filed on March 20, 2023.

Jun 29, 2023 8-K

Hubbell 8-K Report, Executive Changes (Jun 9, 2023)

Hubbell Incorporated filed this Form 8-K on June 9, 2023 to report leadership changes in its segments. Allan Connolly, President of the Hubbell Utility Solutions ("HUS") segment, agreed on June 6, 2023 to retire effective July 1, 2023, under a Transition and Separation Agreement intended to support continuity during the transition. Under the agreement, he continues to receive his current base salary and benefits through the Separation Date, and receives a lump sum separation payment of $610,000 (fifty-two weeks of base pay), payable within 30 days of signing a release. The agreement also provides Mr. Connolly with $1,704,281, representing the approximate value of unvested long-term equity incentive awards due to vest in February 2024, with $888,769 paid upon the Release Effective Date and the remainder paid during the seventh month following the Separation Date. He will also receive $228,750, representing his 2023 short-term incentive at target, pro-rated for six months, and COBRA-based medical, dental and vision coverage through March 31, 2024. According to a press release dated June 7, 2023 (Exhibit 99.1), Greg Gumbs will succeed Mr. Connolly as President of HUS, and Mark Mikes was appointed President of the Hubbell Electrical Solutions ("HES") segment, both effective July 1, 2023. The company's CEO, Gerben Bakker, said both leaders are committed to Hubbell's core strategy. The filing describes Mr. Gumbs as having most recently been President and CEO of Bosch Rexroth North America since 2020.

Jun 9, 2023 8-K

Hubbell 8-K Report, Shareholder Vote Results (May 4, 2023)

At its 2023 Annual Meeting of Shareholders, held May 2, 2023, Hubbell Incorporated voted on four proposals described in its Definitive Proxy Statement filed March 20, 2023. Shareholders elected all nine director nominees to serve until the 2024 annual meeting and until their successors are duly elected and qualified. Each nominee received more affirmative votes than withhold votes, though the withhold counts varied, with Neal J. Keating receiving the most withhold votes at 7,930,812. Shareholders approved, on a non-binding basis, the compensation of the Named Executive Officers as presented in the 2023 Proxy Statement (the "Say on Pay" proposal), with 44,802,466 affirmative votes against 1,632,872 negative votes and 321,051 abstentions. On the frequency of future advisory votes on executive compensation ("Say When on Pay"), the one-year option received 45,984,320 votes, compared with 77,380 for two years and 647,200 for three years, and the company's shareholders adopted a one-year frequency. Shareholders also ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023, with 46,037,094 affirmative votes, 3,984,793 negative votes and 27,851 abstentions. Broker non-votes were 3,293,349 on each proposal.

May 4, 2023 8-K

Corporate ChangesExhibits & Filings

Hubbell 8-K Report, Financial Results (Apr 25, 2023)

Hubbell Incorporated reported first quarter 2023 results in a press release dated April 25, 2023, furnished as Exhibit 99.1. Net sales were $1,285.4 million, up 11% from $1,156.1 million a year earlier, with organic net sales growth of 10% as stated in the release. GAAP operating income rose to $248.8 million (19.4% of net sales) from $142.9 million (12.4%), and adjusted operating margin reached 20.7% versus 13.9%. Diluted EPS from continuing operations was $3.37 (adjusted $3.61), compared with $1.88 (adjusted $2.12) in the prior-year period. By segment, Utility Solutions net sales rose 20% to $781.6 million, with operating margin of 22.7% and management citing strong orders, backlog build, and grid hardening and resiliency demand. Electrical Solutions net sales were flat at $503.8 million, with organic net sales declining 2.5%; industrial and renewables were strong, while commercial markets were more modest and residential remained soft. Net cash provided by operating activities from continuing operations was $113.7 million, and free cash flow was $80.3 million, compared with a use of $35.8 million a year earlier. The company raised its full-year 2023 guidance: diluted EPS from continuing operations of $12.00-$12.50 and adjusted diluted EPS of $13.00-$13.50, with total sales growth of 8-10% and organic growth of 7-9%. The guidance assumes an adjusted tax rate of 22.5% to 23.0% and includes approximately $0.25 of anticipated restructuring and related investment.

Apr 25, 2023 8-K

Hubbell 8-K Report, Bylaw Amendment (Feb 22, 2023)

Hubbell Incorporated filed this Form 8-K on February 22, 2023 to report amendments to its Amended and Restated By-Laws, which became effective February 15, 2023. The filing states the purpose of the revisions is to add proxy access provisions, enhance procedural requirements for shareholders to nominate directors and make proposals, and make certain administrative and other changes. No financial results or financial statement figures are reported in this filing. Under the new proxy access section, a shareholder or a group of up to twenty shareholders owning at least three percent of the Company's outstanding Common Stock continuously for at least three years may nominate director nominees for inclusion in the annual meeting proxy materials. The number of nominees may be up to the greater of two or twenty percent of the directors serving on the Board, provided the shareholder(s) and nominee(s) meet the By-Laws' requirements. The filing also states that the advance notice requirements now include additional nominee background information and representations, a proposing shareholder's representation that it intends to solicit holders of voting shares representing at least sixty-seven percent of such shares (or the amount required by law), and disclosure of solicitation participants and known supporting shareholders. These requirements do not apply to proposals made under Rule 14a-8. The By-Laws were also clarified to allow shareholder meetings to be held by remote communications where permitted by law, and to require shareholders requesting a special meeting to provide documentary evidence of their security holdings. The full text of the Amended and Restated By-Laws is filed as Exhibit 3.1 to this report.

Feb 22, 2023 8-K

Leadership ChangesExhibits & Filings

Hubbell 8-K Report, Financial Results (Jan 31, 2023)

Hubbell Incorporated filed this Form 8-K on January 31, 2023 to furnish a press release (Exhibit 99.1) reporting results for the fourth quarter and full year ended December 31, 2022, with results presented from continuing operations. For Q4 2022, diluted EPS from continuing operations was $2.27 (adjusted diluted EPS from continuing operations $2.60), and net sales from continuing operations were $1,219.6 million, up 11% (organic up 10%). For full year 2022, net sales were $4,947.9 million, up 18%, with organic net sales growth of 18%, diluted EPS from continuing operations of $9.43, and adjusted diluted EPS from continuing operations of $10.62. Full year operating margin was 14.3% on a GAAP basis and 15.9% on an adjusted basis. By segment, Utility Solutions drove the quarter, with Q4 net sales up 17% to $716.3 million and adjusted operating margin of 17.2%, while management noted that orders continued to outpace shipments. Electrical Solutions Q4 net sales rose 3% to $503.3 million, but orders and shipments softened as customers managed inventory, and its adjusted operating margin was 14.3%. Q4 free cash flow was $180.3 million, compared with $198.1 million a year earlier, and full year free cash flow was $506.9 million. Balance sheet metrics included net debt of $921.9 million and a net debt to total capital ratio of 24%, down from 29%. For 2023, the company anticipates total sales growth of 5-7% and organic sales growth of 4-6%, with acquisitions contributing approximately 1%. Guidance calls for GAAP diluted EPS of $10.00-$10.50 and adjusted diluted EPS from continuing operations of $11.00-$11.50, including approximately $0.25 of anticipated restructuring and related investment, and free cash flow conversion of 90-95% of adjusted net income.

Jan 31, 2023 8-K

Hubbell 8-K Report, Executive Changes (Dec 30, 2022)

Hubbell Incorporated filed this Form 8-K on December 30, 2022 to report executive compensation changes under Item 5.02. Effective December 29, 2022, the company entered into Amended and Restated Change in Control Severance Agreements with named executive officers Gerben W. Bakker, William R. Sperry and Katherine A. Lane, and a new Change in Control Severance Agreement with named executive officer Allan J. Connolly. The agreements are substantially identical in terms except for severance multiples and benefit continuation periods that differ by executive. The key change under the restated agreements is that the cash severance bonus component is now based on the executive's target bonus for the year in which the change in control occurs, rather than the average bonus received over the three preceding years. Severance multiples are 2.5 times for Messrs. Bakker and Sperry and 2.0 times for Mr. Connolly and Ms. Lane. The agreements also automatically terminate if an officer transitions to a non-officer role before a change in control, subject to certain exceptions, and the definition of termination for cause was expanded to include misuse of confidential information, fraudulent activities, certain Code of Conduct violations and breaches of fiduciary duties. Outplacement services are capped at $50,000. The filing describes the agreements as aligning with market practice and does not disclose any financial impact estimates. Benefits are triggered by termination without cause or for good reason within two years after a change in control, or in certain circumstances in anticipation of one. The full agreements are filed as Exhibits 10.1 through 10.4.

Dec 30, 2022 8-K

Hubbell 8-K Report, Financial Results (Oct 25, 2022)

Hubbell Incorporated reported third-quarter 2022 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 21% to $1,316.2 million from $1,083.4 million, with organic net sales up 20%. GAAP diluted EPS from continuing operations was $2.78, compared with $1.88 a year earlier, and adjusted diluted EPS was $3.08. Operating margin expanded 200 basis points to 15.5%, and adjusted operating margin expanded 190 basis points to 17.0%. Management said grid modernization and electrification drove strong demand, and that price realization remained strong while material costs eased in the quarter. By segment, Utility Solutions net sales increased 29% to $775 million, with organic growth of 28%, and management said orders continued to outpace robust shipment levels. Electrical Solutions net sales increased 12% to $542 million, with organic growth of 10%, offset by continued weakness in residential markets. Free cash flow was $194.3 million in the quarter, versus $72.5 million a year earlier, and net debt to total capital was 26%. Hubbell raised its full-year 2022 guidance. Diluted EPS is now expected in the range of $9.10 to $9.30, and adjusted diluted EPS in the range of $10.25 to $10.45. Total sales growth is projected at 18% to 19% and organic net sales growth at 17% to 18%. The outlook includes accelerated fourth-quarter investments in restructuring, footprint optimization, capacity expansion and innovation, which the company expects to cost $0.30 to $0.40 per share for the full year.

Oct 25, 2022 8-K

Hubbell 8-K Report, Executive Changes (Sep 27, 2022)

Hubbell Incorporated (NYSE: HUBB) filed a Form 8-K dated September 27, 2022 to report a leadership change in its Electrical Solutions (HES) segment. Peter J. Lau, President of the Electrical Solutions Segment, agreed with the Company on September 23, 2022 to depart effective September 30, 2022. The filing states that Mr. Lau will receive compensation and benefits under the Company's Policy For Providing Severance Payments to Senior Employees, as amended and restated effective December 4, 2019. The filing does not state the amount of any severance payment. According to the attached press release (Exhibit 99.1), the departure follows a mutual determination by the Company and Mr. Lau to transition HES to new leadership, and Mr. Lau will pursue opportunities outside the Company. Hubbell has begun a search for the next HES leader and expects to consider both internal and external candidates. In the interim, the leaders of the segment's four strategic business units will report directly to Chairman, President and CEO Gerben Bakker. Management stated it is confident in the segment's near- and long-term financial outlook and expects to build on recent momentum with a strong finish to 2022. The filing reports no financial results or guidance changes. The Company describes itself as having 2021 revenues of $4.2 billion.

Sep 27, 2022 8-K

Hubbell 8-K Report, Financial Results (Jul 26, 2022)

Hubbell Incorporated reported second quarter 2022 results on July 26, 2022, with net sales of $1,256.0 million, up 19% from $1,054.3 million a year earlier, and organic net sales growth of 20%. GAAP diluted earnings per share from continuing operations were $2.51 versus $1.62 in the prior-year quarter, and adjusted diluted EPS was $2.81 versus $2.22. Net income attributable to Hubbell Incorporated was $122.0 million for the quarter, which includes a $13.6 million loss from discontinued operations. Free cash flow was $168.1 million in the quarter versus $119.1 million a year earlier. By segment, Utility Solutions net sales rose 24% to $728.5 million, with adjusted operating margin of 17.2%, and management said utility orders remained strong and continued to outpace shipments, building backlog. Electrical Solutions net sales rose 13% to $527.5 million, with adjusted operating margin of 15.7%, and residential markets were soft. Hubbell also announced the acquisitions of PCX, a datacenter power systems integrator, and Ripley Tools, a specialty tools provider, both of which closed in July. For full-year 2022, Hubbell raised its guidance to diluted EPS of $8.25-$8.65 and adjusted diluted EPS of $9.40-$9.80, and now expects total sales growth of 14-16% and organic net sales growth of 13-15%. The company expects about $0.40 per share of restructuring and related investments in 2022, including accelerated investments in the second half, and continues to expect free cash flow conversion of 90-100% of adjusted net income.

Jul 26, 2022 8-K

Hubbell 8-K Report, Shareholder Vote Results (May 6, 2022)

Hubbell Incorporated (HUBB) filed this Form 8-K under Item 5.07 to report the voting results of its 2022 Annual Meeting of Shareholders, held May 3, 2022. The filing states that the proposals were described in the Definitive Proxy Statement filed March 21, 2022. Shareholders elected all nine board nominees to serve until the 2023 annual meeting, including Gerben W. Bakker, Carlos M. Cardoso, Anthony J. Guzzi, Rhett A. Hernandez, Neal J. Keating, Bonnie C. Lind, John F. Malloy, Jennifer M. Pollino, and John G. Russell. Shareholders also approved, on a non-binding basis, the compensation of the Company's Named Executive Officers (Say on Pay), with 45,343,895 affirmative votes against 1,433,877 negative votes and 323,008 abstentions. The ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2022 was approved, with 45,992,773 affirmative votes, 4,825,975 negative votes and 21,021 abstentions. The filing is limited to the voting results. It does not describe any new financial results, guidance, or strategic transactions.

May 6, 2022 8-K

Hubbell 8-K Report, Financial Results (Apr 26, 2022)

Hubbell Incorporated (NYSE: HUBB) reported first-quarter 2022 results on April 26, 2022, per a press release furnished as Exhibit 99.1 under Item 2.02. Net sales were $1,156.1 million, up from $956.3 million, with organic net sales growth of 21%. GAAP net income attributable to Hubbell was $180.2 million, or $3.31 diluted EPS, which includes $77.7 million of income from discontinued operations tied to the divestiture of the Commercial & Industrial Lighting business. Income from continuing operations attributable to Hubbell was $102.5 million, and diluted EPS from continuing operations was $1.88, compared with $1.33 a year earlier. Adjusted diluted EPS from continuing operations was $2.12. By segment, Electrical Solutions net sales rose 19% to $504.3 million, while Utility Solutions net sales rose 22% to $651.8 million, with Utility T&D Components sales up approximately 31%. Adjusted operating margin was 13.9% company-wide, up 20 basis points. Management cited price realization of 12% and a return to positive price/material, while noting persistent supply chain headwinds. Free cash flow was a $35.8 million use of cash, as the company built working capital to serve strong customer demand. Net cash used in operating activities was $14.4 million, and the company repurchased $144.0 million of common shares during the quarter. For full-year 2022, Hubbell raised its guidance to diluted EPS of $8.00-$8.40 and adjusted diluted EPS of $9.00-$9.40. It anticipates total sales and organic net sales growth of 11-13%, an adjusted tax rate of 22% to 22.5%, and approximately $0.30 per share of restructuring and related investment. The company continues to expect free cash flow conversion of 90-100% of adjusted net income.

Apr 26, 2022 8-K

Leadership Changes

Hubbell 8-K Report, Executive Changes (Feb 15, 2022)

Hubbell Incorporated (HUBB) filed this Form 8-K on February 15, 2022, reporting an event dated February 9, 2022. The filing is limited to a single Item 5.02 disclosure: Stephen M. Mais, the company's Senior Vice President, Human Resources, informed the company of his decision to retire, effective February 11, 2022. The filing states that Mr. Mais's retirement was not related to any disagreement with the company on any matter, including its strategy, leadership, operations, policies, practices, or management. No successor is named in this filing, and no financial results, guidance, or other operating information are reported. For investors, this is a routine executive transition disclosure with no stated financial impact. The primary item to monitor is who assumes the human resources leadership role, which the filing does not address.

Feb 15, 2022 8-K

Hubbell 8-K Report, Financial Results (Feb 3, 2022)

Hubbell Incorporated reported fourth quarter and full year 2021 results from continuing operations in a press release dated February 3, 2022, furnished as Exhibit 99.1. Because the Commercial & Industrial Lighting business was divested, its results are reported as discontinued operations for the current and all prior periods. Q4 2021 net sales were $1,100.1 million, up 20% from $917.1 million, with organic growth of 16%. Q4 diluted EPS from continuing operations was $1.81 on a GAAP basis and $2.07 on an adjusted basis. For full year 2021, net sales were $4,194.1 million, diluted EPS from continuing operations was $6.66, and adjusted diluted EPS from continuing operations was $8.05. The Electrical Solutions segment's Q4 net sales rose 22% to $488.5 million, and Utility Solutions' Q4 net sales rose 19% to $611.6 million. Utility Solutions' adjusted operating margin declined to 14.1% from 17.1%, which the filing attributes mainly to material cost inflation exceeding price realization and higher logistics and supply chain costs. Q4 operating cash flow from continuing operations was $233.3 million, and free cash flow was $205.5 million. Net debt was $1,080.5 million at year-end, or 29% of total capital. For 2022, the company guides to organic sales growth from continuing operations of 8-10%, GAAP diluted EPS from continuing operations of $7.75 to $8.25, and adjusted diluted EPS from continuing operations of $8.75 to $9.25. The guidance assumes an adjusted tax rate of 22% to 22.5%, approximately $0.30 of restructuring and related investment, and free cash flow conversion of 90% to 100% of adjusted net income.

Feb 3, 2022 8-K

Hubbell 8-K Report, Corporate Update (Feb 1, 2022)

Hubbell Incorporated (NYSE: HUBB) filed this Current Report on Form 8-K under Item 8.01 (Other Events) to disclose that it completed the sale of its Commercial and Industrial Lighting business to GE Current, a Daintree company. According to the attached press release (Exhibit 99.1), the business designs, manufactures and sells LED lighting and control solutions for commercial and industrial customers. The press release describes Hubbell as a leading manufacturer of utility and electrical solutions and states that its 2020 revenues were $4.2 billion. The filing does not disclose the purchase price, the proceeds, or the financial effect of the divestiture. For investors, the key takeaway is that Hubbell has exited its commercial and industrial LED lighting business, a portfolio move that narrows the company's focus toward utility and electrical solutions. The filing itself provides no financial terms, so further detail would need to come from other company disclosures.

Feb 1, 2022 8-K

Hubbell 8-K Report, Corporate Update (Oct 27, 2021)

Hubbell Incorporated (NYSE: HUBB) filed this Current Report on Form 8-K to disclose that on October 26, 2021, it executed a definitive agreement to sell its Commercial and Industrial Lighting business to GE Current, a Daintree company, for a cash purchase price of $350 million, subject to customary adjustments for working capital and net indebtedness. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first quarter of 2022. According to the attached press release (Exhibit 99.1), the business designs, manufactures and sells LED lighting and control solutions for commercial and industrial customers and generated approximately $515 million in sales in 2020. Chairman, President and CEO Gerben Bakker said the sale creates a more focused Hubbell portfolio with higher growth and margin characteristics, allowing the company to keep concentrating on reliable critical infrastructure solutions for Electrical and Utility applications. Hubbell reported 2020 revenues of $4.2 billion. Hubbell expects to deploy the net proceeds from the sale to accretive bolt-on acquisitions and share repurchases. Morgan Stanley & Co. LLC is serving as financial advisor and Wachtell, Lipton, Rosen & Katz as legal counsel. The filing's forward-looking statements flag risks including failure to obtain regulatory approvals and the possibility that closing conditions are not met on the expected timeframe.

Oct 27, 2021 8-K