UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2019
PARKER-HANNIFIN CORPORATION
(Exact name of registrant as specified in its charter)
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| Ohio |
| 1-4982 |
| 34-0451060 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
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| 6035 Parkland Boulevard, Cleveland, Ohio | | |
| 44124-4141 |
| (Address of Principal Executive Offices) | | |
| (Zip Code) |
Registrant’s telephone number, including area code: (216) 896-3000
Not Applicable
(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:
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| ☐ | 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:
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| Title of Each Class |
| Trading Symbol |
| Name of Each Exchange on which Registered |
| Common Shares, $.50 par value |
| PH |
| 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. ☐
EXPLANATORY NOTE
On January 24, 2019, Parker-Hannifin Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) under Items 5.02 and 5.03 that, among other things, reported that the Board of Directors (the “Board”) of the Company elected Laura K. Thompson as a Director of the Company for a term expiring at the Annual Meeting of Shareholders in October 2019. In accordance with the Instructions to Item 5.02 of Form 8-K, this Current Report on Form 8-K/A reports Ms. Thompson’s initial Board committee assignments. No other changes have been made to Item 5.02 of the Original Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 15, 2019, subject to and effective upon her election to the Board at the Annual Meeting of Shareholders in October 2019, the Board appointed Ms. Thompson to the Audit Committee and the Corporate Governance and Nominating Committee of the Board.
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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| | | PARKER-HANNIFIN CORPORATION |
| | | By: /s/ Joseph R. Leonti |
| | | Joseph R. Leonti |
| | | Vice President, General Counsel and |
| | | Secretary |