UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2009
UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-812 | 06-0570975 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
One Financial Plaza
Hartford, Connecticut 06103
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
(860) 728-7000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5—Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On October 14, 2009 United Technologies Corporation (the “Company”) announced the retirement of George A. L. David as Chairman of the Board of Directors, effective December 31, 2009. The Board elected Louis R. Chênevert, Director and Chief Executive Officer, to succeed Mr. David as Chairman of the Board, effective January 1, 2010. Mr. David’s retirement from the Company in his executive capacity will be effective November 30, 2009. A copy of the Company’s press release announcing Mr. David’s retirement and the election of Mr. Chênevert to Chairman of the Board is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
(e) Following his retirement from the Board of Directors, Mr. David will serve as a consultant to the Company for a one year term, providing support on strategic issues and customer relationships. This arrangement will provide for a fixed retainer fee of $500,000, reimbursement of expenses, administrative support and access to Company aircraft for business related travel. The Company also has agreed to provide Mr. David with office space and administrative support for three years following his retirement from the Board of Directors.
Section 9—Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 99.1 |
Press Release dated October 14, 2009, issued by United Technologies Corporation. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED TECHNOLOGIES CORPORATION (Registrant) | ||||
| Date: October 16, 2009 | By: | /S/ KATHLEEN M. HOPKO | ||
| Kathleen M. Hopko | ||||
| Vice President, Secretary and Associate General Counsel | ||||
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EXHIBIT INDEX
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release dated October 14, 2009, issued by United Technologies Corporation. | |
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Exhibit 99.1
| Contact: |
Peter Murphy | FOR IMMEDIATE RELEASE | ||
| (860) 728-7797 | www.utc.com | |||
| John Moran | ||||
| (860) 728-7062 | ||||
George David to retire as UTC Board Chairman at the end of the year;
President and CEO Louis Chênevert elected successor Chairman
HARTFORD, Conn., Oct. 14, 2009 – United Technologies Corp. (NYSE: UTX) announced George David, 67, will retire as Chairman of the Board of Directors at the end of the year, concluding 34 years of service with UTC, including 14 years as Chief Executive Officer. Louis Chênevert, 52, President and Chief Executive Officer, will succeed David as Chairman, effective January 1, 2010, following his election today by the UTC board.
“George has had a remarkable career,” Chênevert said. “UTC revenues have nearly tripled during his tenure as President and CEO, and total shareholder return has greatly outpaced peers and market indices. The corporation today is dramatically different than the one he joined in 1975,” Chênevert added. “The most notable changes are UTC’s global expansion, with international revenues growing from 25 percent to more than 60 percent today, and its focus on process and research disciplines. UTC is a high performance organization, and I am delighted to have the opportunity to lead it into the future.”
Richard McCormick, UTC’s Lead Director, said: “Beyond George’s leadership during his own tenure, he has presided over an outstanding succession over a four year period to Louis as UTC’s CEO and now Chairman-elect. This began with Louis’ election as President and a board member in 2006, continued with his election as CEO in 2008, and now concludes with this final transition. The board is delighted with Louis’ growth into these most senior responsibilities and looks forward to years of his continued and exceptional leadership.”
“It has been my privilege to lead this great corporation. UTC truly reflects the forces that make and shape our world, from deep and sophisticated technologies to its remarkable international presence to its process and productivity disciplines,” David said. “I have great confidence in Louis and the management team and know the future is bright for UTC and them.”
David will remain a consultant and adviser to the Corporation for 2010.
United Technologies Corp., based in Hartford, Connecticut, is a diversified company providing high technology products and services to the building and aerospace industries.
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