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RTX Corp 8-K Report, Executive Changes (Apr 19, 2011)

Filed April 19, 2011For Securities:RTX

Summary

This 8-K filing from United Technologies Corporation (UTC), filed on April 19, 2011, details the outcomes of its 2011 Annual Shareowner Meeting held on April 13, 2011. The primary focus for investors is the shareholder approval of amendments to the 2005 Long-Term Incentive Plan. These amendments authorize the issuance of an additional 48 million shares of common stock, extend the plan's term to April 30, 2017, and introduce stricter conditions regarding award assignments, vesting periods, and performance metrics. The filing also confirms the election of all director nominees for a one-year term and the re-appointment of PricewaterhouseCoopers LLP as the independent auditor. Additionally, shareholders provided advisory approval for executive compensation and indicated a preference for an annual advisory vote on said compensation. A shareholder proposal requesting executive stock retention policies was voted down.

Key Highlights

  • 1Shareholder approval of amendments to the 2005 Long-Term Incentive Plan, authorizing 48 million additional shares and extending the plan's term.
  • 2All incumbent directors were re-elected for a one-year term.
  • 3PricewaterhouseCoopers LLP was re-appointed as the independent auditor for the upcoming fiscal year.
  • 4Shareholders provided advisory approval of the company's executive compensation.
  • 5The majority of shareholders expressed a preference for an annual advisory vote on executive compensation.
  • 6A shareholder proposal advocating for mandatory executive stock retention policies was not approved by shareholders.
  • 7The meeting confirmed a quorum with a significant portion of outstanding shares represented.

Frequently Asked Questions

The amendments to the 2005 Long-Term Incentive Plan approved by shareholders include the authorization for an additional 48 million shares of Common Stock to be issued under the plan, an extension of the plan's term until April 30, 2017, and the imposition of additional restrictions on the assignment of awards, clarification of minimum vesting periods, and confirmation of certain performance metrics for performance-based awards.

No, all incumbent directors were elected to serve for a one-year term expiring at the 2012 Annual Shareowner Meeting. The filing lists the names of the re-elected directors.

Shareholders approved, on an advisory (non-binding) basis, the compensation of UTC's Named Executive Officers as disclosed in the company's Proxy Statement. Furthermore, shareholders indicated their preference for an annual advisory vote on executive compensation.

Yes, a shareholder proposal recommending that the Board of Directors adopt a policy requiring senior executives to retain shares acquired under equity compensation plans was put to a vote. Shareholders voted against this proposal.