8-KCorporate ChangesExhibits & Filings

RTX Corp 8-K Report, Bylaw Amendment (Feb 8, 2006)

Filed February 8, 2006For Securities:RTX

Summary

United Technologies Corporation (UTC), formerly RTX Corp, filed an 8-K on February 7, 2006, reporting a significant governance change. Effective February 6, 2006, the Board of Directors amended Section 2.2 of the company's Bylaws. This amendment alters the voting standard for the election of directors in uncontested elections. Previously, directors in uncontested elections were elected by a plurality of votes cast. The new standard requires a majority of votes cast for a director to be elected in such circumstances. This change reflects a move towards greater accountability to shareholders by requiring directors to garner more than 50% of the votes cast in uncontested situations. The Bylaws amendment for contested elections, where the number of nominees exceeds available board seats, remains unchanged, continuing to operate under a plurality vote standard.

Key Highlights

  • 1United Technologies Corporation (UTC) filed an 8-K on February 7, 2006.
  • 2The primary disclosure concerns an amendment to the company's Bylaws.
  • 3Effective February 6, 2006, the voting standard for director elections in uncontested situations has been changed.
  • 4The new standard requires a majority of votes cast for director election, replacing the previous plurality standard.
  • 5In uncontested director elections, directors must now receive more than 50% of the votes cast to be elected.
  • 6The voting standard for contested director elections remains unchanged (plurality of votes cast).
  • 7The amended Bylaws are filed as an exhibit to this 8-K.

Frequently Asked Questions

The main change is an amendment to United Technologies Corporation's Bylaws that alters the voting standard for electing directors in uncontested elections. Directors will now require a majority of votes cast to be elected, rather than a plurality.

The amendment to the Bylaws became effective on February 6, 2006.

No, the amendment specifically applies to uncontested elections. In contested elections, where the number of nominees exceeds the number of directors to be elected, the voting standard remains a plurality of votes cast.

Companies often adopt majority voting standards in uncontested elections to increase director accountability to shareholders. It signifies a move towards 'say-on-pay' principles and can empower shareholders by requiring directors to gain more explicit support.