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 5, 2017
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2017, Jon P. Marten, Executive Vice President – Finance & Administration and Chief Financial Officer of Parker-Hannifin Corporation (the “Company”) notified the Company of his intention to retire effective May 9, 2017. From April 10, 2017, until his retirement, Mr. Marten will remain as a Vice President of the Company.
On April 5, 2017, the Board of Directors of the Company elected Catherine A. Suever, age 58, as Executive Vice President – Finance & Administration and Chief Financial Officer, effective April 10, 2017. Ms. Suever will succeed Mr. Marten as principal financial officer and will continue as the principal accounting officer of the Company. Ms. Suever will serve as Executive Vice President – Finance & Administration and Chief Financial Officer for a term expiring in October 2017, or until a successor is elected, except in the case of death, resignation, or removal. Ms. Suever has been Vice President and Controller of the Company since December 2010. Ms. Suever is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.
On April 5, 2017, the Human Resources and Compensation Committee of the Board of Directors of the Company took the following actions regarding Ms. Suever’s compensation effective April 10, 2017:
| 1. | approved an increase in Ms. Suever’s annual base salary to $650,000; |
| 2. | awarded an increase in Ms. Suever’s General RONA Bonus target payout amount to $292,500; |
| 3. | awarded an increase in Ms. Suever’s Target Incentive Bonus target award to a target amount of $227,500; and |
| 4. | granted Ms. Suever the following additional target LTIP award shares: |
| LTIP Award |
Additional Target LTIP Award Shares |
|||
| Calendar Year 2015-16-17 |
907 | |||
| Calendar Year 2016-17-18 |
2,920 | |||
| Calendar Year 2017-18-19 |
5,983 | |||
SIGNATURE
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 | ||
Date: April 10, 2017