8-KLeadership Changes

Parker-Hannifin Corp 8-K Report, Executive Changes (Mar 21, 2016)

Filed March 21, 2016For Securities:PH

Summary

Parker-Hannifin Corporation (PH) announced a change in its Board of Directors with the election of James R. Verrier, effective April 1, 2016. Mr. Verrier will serve as a Director until the October 2016 Annual Meeting of Shareholders. His appointment is a standard board addition and does not appear to involve any related-party transactions. Investors should note that Mr. Verrier will be compensated under the company's existing non-employee director compensation plan. This includes an award of restricted stock units (RSUs) which vest on the later of one year from the grant date or the next Annual Meeting of Shareholders. These RSUs earn dividend equivalents, also vesting at the same time, and will be pro-rated for Mr. Verrier's initial term. This move signifies continuity in board governance.

Key Highlights

  • 1James R. Verrier elected as a Director, effective April 1, 2016.
  • 2Mr. Verrier's term as Director will expire at the October 2016 Annual Meeting of Shareholders.
  • 3No disclosed transactions between Mr. Verrier and the Company under Item 404(a) of Regulation S-K.
  • 4Mr. Verrier is eligible to participate in the company's non-employee Director compensation arrangements.
  • 5Compensation includes an award of restricted stock units (RSUs) with specific vesting conditions.
  • 6RSUs vest on the later of one year from grant date or the next Annual Meeting of Shareholders.
  • 7RSUs earn dividend equivalents that also vest on the same date and will be pro-rated for Mr. Verrier.

Frequently Asked Questions

James R. Verrier has been elected as a Director of Parker-Hannifin Corporation. His appointment is effective April 1, 2016, and he will serve until the Annual Meeting of Shareholders in October 2016. The filing does not detail the specific reasons for his appointment beyond standard board composition.

Mr. Verrier will participate in the company's non-employee Director compensation arrangements. This includes an award of restricted stock units (RSUs) that vest either one year from the grant date or on the date of the next Annual Meeting of Shareholders, whichever is later. He will also receive pro-rated RSUs for his initial term.

The filing explicitly states that Mr. Verrier is not a party to any transactions described in Item 404(a) of Regulation S-K involving Parker-Hannifin or its subsidiaries, indicating no immediate disclosed conflicts of interest.

The RSUs awarded to Mr. Verrier will vest 100% on the later of one year from the grant date or the date of the next Annual Meeting of Shareholders (October 2016). Dividend equivalents earned on these RSUs will also vest on the same date and will be pro-rated for his tenure.