Eaton Corporation 8-K
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 25, 2006
EATON CORPORATION
(Exact name of registrant as specified in its charter)
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| Ohio
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1-1396
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34-0196300 |
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| Eaton Center |
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| Cleveland, Ohio
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44114 |
(Address of principal executive offices)
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(Zip Code) |
(216) 523-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
2006 Actions Under Incentive Compensation Plans
On April 25, 2006, the Compensation and Organization Committee of the Board of Directors of the
registrant (the “Committee”) established corporate performance objectives for the 2006–2009 Award
Period under the registrant’s Executive Strategic Incentive Plan I (the “ESI Plan I”). The
objectives consist of specific Cash Flow Return on Gross Capital and Earnings Per Share growth
targets, weighted equally. The actual amount of the awards paid will depend upon the achievement
of these objectives and the individual participant’s personal performance. Awards with respect to
the 2006-2009 Award Period of the ESI Plan I, and with respect to the 2005-2008 Award Period, are
expressed in the form of cash and will be paid in cash to each of the registrant’s officers
following completion of the Award Period. Awards with respect to the 2004-2007 Award Period and
the 2003-2006 Award Period, which are still outstanding, although they will ultimately be paid in
cash, are expressed in the form of Phantom Share Units; and the amount of those cash awards will
reflect appreciation or depreciation in the market value of the registrant’s common shares. A copy
of the ESI Plan I is filed as Exhibit 10(b) to the registrant’s Form 10-K Annual Report for the
year ended December 31, 2002.
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.
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EATON CORPORATION |
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Date:
April 27, 2006
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/s/ R. H. Fearon |
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R. H. Fearon |
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Executive Vice President - |
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Chief Financial and Planning Officer |