Document


 
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 24, 2017
____________________________________ 
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.)
10 Farm Springs Road
Farmington, Connecticut 06032
(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))
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.
United Technologies Corporation (“UTC” or "Company") held its 2017 Annual Meeting of Shareowners on April 24, 2017. As of February 28, 2017, the record date for the meeting, 801,686,761 shares of UTC common stock were issued and outstanding. A quorum of 716,733,781 shares of common stock was present or represented at the meeting.
The shareowners voted on the following matters and cast their votes as described below.
1)
Election of Directors. The following individuals were elected to serve as directors for a term expiring at the 2018 Annual Meeting of Shareowners or upon the election and qualification of their successors, and the voting results for each of the nominees were as follows:
Nominee
Votes
For
Votes
Against
Abstentions
Broker Non-Votes
Lloyd J. Austin III
619,277,312

3,781,210

889,907

92,785,352

Diane M. Bryant
620,674,531

2,439,614

834,284

92,785,352

John V. Faraci
611,975,825

11,064,429

908,175

92,785,352

Jean-Pierre Garnier
602,290,923

20,767,871

889,635

92,785,352

Gregory J. Hayes
596,759,375

24,042,489

3,146,565

92,785,352

Edward A. Kangas
611,536,552

11,453,300

958,577

92,785,352

Ellen J. Kullman
613,629,338

8,768,238

1,550,853

92,785,352

Marshall O. Larsen
483,474,731

139,525,657

948,041

92,785,352

Harold McGraw III
611,764,615

11,282,309

901,505

92,785,352

Fredric G. Reynolds
614,838,250

8,162,393

947,786

92,785,352

Brian C. Rogers
621,314,336

1,705,518

928,575

92,785,352

Christine Todd Whitman
612,319,344

10,851,326

777,759

92,785,352

2)
A proposal of the Audit Committee and the Board of Directors to re-appoint PricewaterhouseCoopers LLP, a firm of Independent Registered Public Accountants, to serve as Independent Auditor for 2017 and until the next Annual Meeting in 2018. The proposal was approved and the results of the voting were as follows:
Votes For
Votes Against
Abstentions
695,885,019
19,798,459
1,050,303
3)
A proposal that shareowners approve, on an advisory basis, the compensation of UTC’s Named Executive Officers, as disclosed in UTC’s Proxy Statement dated March 10, 2017. The proposal was approved and the results of the voting were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
599,834,218
21,225,559
2,888,652
92,785,352
4)
A proposal that shareowners approve, on an advisory basis, the frequency of shareowner votes on UTC's Named Executive Officers compensation, as disclosed in UTC’s Proxy Statement dated March 10, 2017. The proposal for an annual shareowner advisory vote was approved and the results of the voting were as follows:
Votes For 1 Year
Votes for 2 Years
Votes for 3 Years
Abstentions
Broker Non-Votes
569,483,817
2,234,070
50,673,211
1,557,331
92,785,352
After considering the preference of shareowners for a frequency of once each year and other factors, UTC's Board determined, at a meeting held on April 24, 2017, that the Company will hold an advisory vote on the compensation of its Named Executive Officers on an annual basis, until the next required advisory vote on the frequency of such advisory vote.






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: April 24, 2017
By:
/S/ PETER J. GRABER-LIPPERMAN
 
 
Peter J. Graber-Lipperman
 
 
Corporate Vice President, Secretary and Associate General Counsel