FALSE000178318000017831802025-04-092025-04-090001783180us-gaap:CommonStockMember2025-04-092025-04-090001783180carr:A4.125NotesDue2028Member2025-04-092025-04-090001783180carr:A4.500NotesDue2032Member2025-04-092025-04-09
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 9, 2025
CARRIER GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-39220 |
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83-4051582 |
(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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13995 Pasteur Boulevard |
Palm Beach Gardens |
Florida |
33418 |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
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:
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock ($0.01 par value) |
CARR |
New York Stock Exchange |
4.125% Notes due 2028 |
CARR28 |
New York Stock Exchange |
4.500% Notes due 2032 |
CARR32 |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further described in Item 5.07 below, on April 9, 2025 at the 2025 Annual Meeting of Shareowners (the “Annual Meeting”) of Carrier Global Corporation (the “Company”), the Company’s shareowners approved an amendment (the “Amendment”) to the Carrier Global Corporation 2020 Long-Term Incentive Plan, as amended (the “Plan”) to increase the shares of common stock authorized for future issuance thereunder by 17,000,000 shares. The Amendment was previously approved by the Company’s Board of Directors upon recommendation by the Compensation Committee subject to shareowner approval. The Plan and the Amendment are described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 25, 2025 (the “Proxy Statement”), under the caption “Proposal 3: Amendment to the Carrier Global Corporation 2020 Long-Term Incentive Plan,” which disclosure is incorporated herein by reference. The description of the Plan as amended by the Amendment included within the Proxy Statement as Appendix B is qualified in its entirety by reference to the full text of the Plan as amended by the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on April 9, 2025. As of February 13, 2025, the record date for the meeting, 863,987,572 shares of the Company’s common stock were outstanding. A quorum of 788,861,687 shares of common stock was present or represented at the meeting.
Set forth below are the final voting results for each of the matters submitted to a vote of the shareowners.
1) Election of Directors. The following individuals were elected to serve as directors for a term expiring at the 2026 Annual Meeting of Shareowners or upon the election and qualification of their successors. The voting results for each of the nominees are as follows:
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Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
Jean-Pierre Garnier |
719,333,088 |
10,030,923 |
771,697 |
58,725,979 |
David Gitlin |
698,913,431 |
27,997,973 |
3,224,304 |
58,725,979 |
John J. Greisch |
719,713,690 |
9,636,103 |
785,915 |
58,725,979 |
Charles M. Holley, Jr. |
710,383,017 |
18,971,374 |
781,317 |
58,725,979 |
Michael M. McNamara |
715,545,861 |
13,798,959 |
790,888 |
58,725,979 |
Amy E. Miles |
726,860,089 |
2,172,019 |
1,103,600 |
58,725,979 |
Susan N. Story |
717,502,921 |
11,890,485 |
742,302 |
58,725,979 |
Michael A. Todman |
704,081,025 |
25,270,223 |
784,460 |
58,725,979 |
Max Viessmann |
725,011,279 |
4,249,356 |
875,073 |
58,725,979 |
Virginia M. Wilson |
707,437,635 |
21,954,653 |
743,420 |
58,725,979 |
2) A proposal that shareowners approve, on an advisory basis, the compensation of the Company’s named executive officers. The proposal was approved, and the voting results are as follows:
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
619,115,896 |
106,886,454 |
4,133,358 |
58,725,979 |
3) A proposal to approve an amendment to the Carrier Global Corporation 2020 Long-Term Incentive Plan in order to increase the number of shares of common stock authorized for issuance thereunder. The proposal was approved, and the voting results are as follows:
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
708,612,162 |
20,189,540 |
1,334,006 |
58,725,979 |
4) A proposal to ratify the appointment of PricewaterhouseCoopers LLP, a firm of independent registered public accountants, to serve as the Company’s independent auditor for 2025. The proposal was approved, and the voting results are as follows:
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Votes For |
Votes Against |
Abstentions |
751,223,776 |
34,975,732 |
2,662,179 |
5) A shareowner proposal requesting a lobbying transparency report. The proposal was not approved, and the voting results are as follows:
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
104,336,511 |
622,188,788 |
3,610,409 |
58,725,979 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Exhibit Description |
10.1 |
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104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL. |
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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CARRIER GLOBAL CORPORATION |
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(Registrant) |
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Date: April 11, 2025 |
By: |
/s/ Erin O’Neal |
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Erin O’Neal |
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Corporate Secretary |
EX-10.1
2
secondamendmenttoltip.htm
EX-10.1
Document
SECOND AMENDMENT TO THE
CARRIER GLOBAL CORPORATION 2020 LONG-TERM INCENTIVE PLAN
The Carrier Global Corporation 2020 Long-Term Incentive Plan, effective April 3, 2020 (the “Plan”), of Carrier Global Corporation, a Delaware corporation (the “Company”), is hereby amended, effective as of the Amendment Effective Date (as defined below), as follows:
1.Amendment to Section 3(a) of the Plan. Section 3(a) of the Plan is hereby deleted and replaced in its entirety with the following:
(a) Authorized Shares. The maximum number of Shares that may be issued pursuant to Awards granted under this Plan from the Effective Date shall be 107,000,000 which includes Shares subject to Assumed Spin-Off Awards. The maximum number of shares that may be issued pursuant to Incentive Stock Options under this Plan shall be 90,000,000. Shares issued under this Plan may be authorized and unissued Shares, treasury Shares, or Shares purchased in the open market or otherwise, at the sole discretion of the Committee. Each Share issued pursuant to a Full-Value Award will result in a reduction of the number of Shares available for issuance under this Plan by 2 Shares. Each Share issued pursuant to a Stock Option or Stock Appreciation Right will result in a reduction of the number of Shares available for issuance under this Plan by one Share.
2.Effectiveness. In accordance with the Plan, the effectiveness of this Second Amendment to the Plan (this “Amendment”) is subject to the approval of the Company’s shareholders at the Company’s 2025 annual general meeting of shareholders (the date of such approval, the “Amendment Effective Date”). For the avoidance of doubt, if shareholder approval is not obtained, then this Amendment shall be void ab initio and of no force and effect.
3.Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.
4.Effect on the Plan. This Amendment shall not constitute a waiver, amendment or modification of any provision of the Plan not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Plan are and shall remain in full force and effect and are hereby ratified and confirmed. On and after the Amendment Effective Date, each reference in the Plan to “this Plan,” “herein,” “hereof,” “hereunder” or words of similar import shall mean and be a reference to the Plan as amended hereby. To the extent that a provision of this Amendment conflicts with or differs from a provision of the Plan, such provision of this Amendment shall prevail and govern for all purposes and in all respects.
IN WITNESS WHEREOF, the undersigned, being authorized by the Board of Directors of the Company (the “Board”) to execute this Amendment, as evidenced by the approval and adoption of this Amendment by the Board, has executed this Amendment.
CARRIER GLOBAL CORPORATION
By: /s/ Erin O'Neal
Name: Erin O'Neal
Title: Corporate Secretary