8-K/AShareholder Matters

RTX Corp 8-K/A Report, Shareholder Vote Results (Jun 9, 2011)

Filed June 9, 2011For Securities:RTX

Summary

This Form 8-K/A filing from United Technologies Corporation (UTC), now RTX Corp, serves as an amendment to a previous filing on April 13, 2011. The primary purpose of this amendment is to formally disclose the company's decision regarding the frequency of non-binding advisory votes on executive compensation. Following the 2011 Annual Meeting of Shareowners, where a majority of votes favored an annual frequency, UTC's Board of Directors has determined that the company will hold an advisory vote on executive compensation each year. This decision aligns with shareholder preference and establishes a regular cadence for such votes until a future re-evaluation. This update is crucial for investors as it provides clarity on corporate governance practices related to executive pay. The overwhelming support for an annual advisory vote indicates a strong shareholder desire for ongoing engagement and oversight of executive compensation. Investors can expect this to be a recurring agenda item at future annual meetings, allowing them to voice their opinions on the compensation packages awarded to named executive officers.

Key Highlights

  • 1Amendment to a prior 8-K filing dated April 13, 2011.
  • 2The amendment specifically addresses Item 5.07: Submission of Matters to a Vote of Security Holders.
  • 3The company's Board of Directors has decided to hold non-binding advisory votes on executive compensation on an annual basis.
  • 4This decision was made after considering the results of the 2011 Annual Meeting of Shareowners where 'say-on-pay' frequency was voted upon.
  • 5A significant majority of voting shares (512,681,273) favored an annual advisory vote.
  • 6The annual advisory vote on executive compensation will continue until the next required vote on frequency.
  • 7No other information from the original April 13, 2011 8-K filing has been changed.

Frequently Asked Questions

The main purpose of this 8-K/A filing is to amend a previous 8-K filing to formally disclose United Technologies Corporation's (UTC) decision regarding the frequency of non-binding advisory votes on executive compensation, following the company's 2011 Annual Meeting of Shareowners.

At the 2011 Annual Meeting of Shareowners, the majority of shares voted (512,681,273) supported holding a non-binding advisory vote on executive compensation once each year.

Based on the shareholder vote and other factors, UTC's Board of Directors has determined that the company will hold a non-binding advisory vote on the compensation of its named executive officers on an annual basis.

The company will hold this non-binding advisory vote on an annual basis, starting from the next required vote on the frequency of such future non-binding advisory votes. This implies it will be a recurring event at annual shareholder meetings.