8-KLeadership ChangesShareholder Matters

Parker-Hannifin Corp 8-K Report, Executive Changes (Nov 2, 2020)

Filed November 2, 2020For Securities:PH

Summary

This 8-K filing by Parker-Hannifin Corporation (PH) primarily announces significant leadership changes within its finance department and reports on the outcomes of its 2020 Annual Meeting of Shareholders. Catherine A. Suever, the long-serving Executive Vice President – Finance and Administration and Chief Financial Officer, announced her retirement effective December 31, 2020. Succeeding her will be Todd M. Leombruno, who is promoted from Vice President and Controller. Concurrently, Angela R. Ives will be appointed as the new Vice President and Controller, moving up from Vice President and Assistant Controller. These executive transitions are accompanied by adjustments to the compensation packages for both Mr. Leombruno and Ms. Ives, reflecting their new responsibilities. The filing also details the results of Parker-Hannifin's Annual Shareholder Meeting held on October 28, 2020. Key outcomes include the election of directors for the upcoming term, the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2021, and the approval, on an advisory basis, of the compensation for Named Executive Officers. Investors should note these leadership shifts as they can impact financial strategy and execution.

Key Highlights

  • 1CFO Catherine A. Suever to retire effective December 31, 2020.
  • 2Todd M. Leombruno appointed as new Executive Vice President and Chief Financial Officer, effective January 1, 2021.
  • 3Angela R. Ives appointed as new Vice President and Controller, effective January 1, 2021.
  • 4Compensation adjustments approved for both Mr. Leombruno and Ms. Ives upon their new appointments.
  • 5All incumbent directors were elected at the 2020 Annual Meeting of Shareholders.
  • 6Deloitte & Touche LLP ratified as the independent registered public accounting firm for fiscal year ending June 30, 2021.
  • 7Shareholders approved, on an advisory basis, the compensation of Named Executive Officers.

Frequently Asked Questions

Todd M. Leombruno will succeed Catherine A. Suever as Executive Vice President and Chief Financial Officer, effective January 1, 2021. He previously served as the Company's Vice President and Controller.

For Todd M. Leombruno, his annual base salary will increase to $670,000, with increases in his General RONA Bonus target and Target Incentive Bonus. He will also receive additional target Long-Term Incentive Plan (LTIP) award shares. For Angela R. Ives, her annual base salary will increase to $360,000, with corresponding increases in her General RONA Bonus target and Target Incentive Bonus, along with additional LTIP award shares.

The shareholders elected all incumbent directors, ratified the appointment of Deloitte & Touche LLP as the independent auditor for FY2021, and approved, on a non-binding advisory basis, the compensation of the Named Executive Officers.

Yes, the company will enter into Change in Control Severance Agreements for both Mr. Leombruno and Ms. Ives. Additionally, Ms. Ives will enter into an Indemnification Agreement, consistent with those for other directors and officers.