0000076334false6/3000000763342021-04-222021-04-22
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 22, 2021
PARKER-HANNIFIN CORPORATION
(Exact Name of Registrant as Specified in Charter) | | | | | | | | |
Ohio | 1-4982 | 34-0451060 |
(State or other jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
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:
☐ 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 | | 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. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 22, 2021, the Board of Directors (the “Board”) of Parker-Hannifin Corporation (the “Company”) amended the Regulations, Amended and Restated of the Company (the “Amended Regulations”). The Amended Regulations change the advance notice requirements of Article I, Section 7(a)(i) for business or director nominations to be brought at the Company’s annual meeting of shareholders from (x) not less than 30 nor more than 60 days prior to the first anniversary of the date on which the Company held the preceding year’s annual meeting of shareholders to (y) not less than 90 nor more than 120 calendar days prior to the first anniversary of the date on which the Company held the preceding year’s annual meeting of shareholders. The Amended Regulations did not change any other provisions previously in effect, including “proxy access” provisions.
The foregoing description of the changes implemented by the Amended Regulations is qualified in its entirety by reference to the full text of the Amended Regulations, a copy of which (marked to show changes) is filed as Exhibit 3(a) to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| | |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| | |
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.
| | | | | | | | | | | |
| | | PARKER-HANNIFIN CORPORATION |
| | | By: /s/ Joseph R. Leonti |
| | | Joseph R. Leonti |
| | | Vice President, General Counsel and |
| | | Secretary |