April 20, 2023FALSE000178318000017831802023-04-202023-04-20
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): April 20, 2023
CARRIER GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Delaware | | 001-39220 | | 83-4051582 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | | |
13995 Pasteur Boulevard |
Palm Beach Gardens | Florida | 33418 |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock ($0.01 par value) | CARR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
Carrier Global Corporation (the “Company”) held its 2023 Annual Meeting of Shareowners on April 20, 2023. As of February 28, 2023, the record date for the meeting, 834,951,499 shares of the Company’s common stock were issued and outstanding. A quorum of 756,823,490 shares of common stock was present or represented at the meeting.
Set forth below are the final voting results for each of the matters submitted to a vote of the shareowners.
1) Election of Directors. The following individuals were elected to serve as directors for a term expiring at the 2024 Annual Meeting of Shareowners or upon the election and qualification of their successors. The voting results for each of the nominees are as follows:
| | | | | | | | | | | | | | |
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Jean-Pierre Garnier | 684,064,458 | 7,988,427 | 586,467 | 64,184,138 |
| David Gitlin | 665,428,398 | 24,073,185 | 3,137,769 | 64,184,138 |
| John J. Greisch | 684,408,579 | 7,639,220 | 591,553 | 64,184,138 |
| Charles M. Holley, Jr. | 679,313,348 | 12,736,222 | 589,782 | 64,184,138 |
| Michael M. McNamara | 682,972,123 | 8,850,989 | 816,240 | 64,184,138 |
| Susan N. Story | 689,448,436 | 2,633,807 | 557,109 | 64,184,138 |
| Michael A. Todman | 672,628,848 | 19,405,100 | 605,404 | 64,184,138 |
| Virginia M. Wilson | 662,964,895 | 29,127,157 | 547,300 | 64,184,138 |
| Beth A. Wozniak | 683,378,641 | 8,716,087 | 544,624 | 64,184,138 |
2) A proposal that shareowners approve, on an advisory basis, the compensation of the Company’s named executive officers. The proposal was approved, and the voting results are as follows:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 650,872,725 | 40,181,775 | 1,584,852 | 64,184,138 |
3) A proposal to ratify the appointment of PricewaterhouseCoopers LLP, a firm of independent registered public accountants, to serve as the Company’s independent auditor for 2023. The proposal was approved, and the voting results are as follows:
| | | | | | | | |
| Votes For | Votes Against | Abstentions |
| 752,865,024 | 1,508,810 | 2,449,656 |
4) A shareowner proposal requesting adoption of a policy that two separate people hold the office of Chairman of the Board and the office of Chief Executive Officer. The proposal was not approved, and the voting results are as follows:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 125,683,133 | 565,379,307 | 1,576,912 | 64,184,138 |
Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. | | | | | |
Exhibit Number | Exhibit Description |
| |
| |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL. |
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. | | | | | | | | |
| CARRIER GLOBAL CORPORATION |
| (Registrant) |
| | |
Date: April 21, 2023 | By: | /s/Mark G. Thompson |
| | Mark G. Thompson |
| | Vice President, Secretary & Deputy Legal Officer |