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): February 5, 2021 (February 4, 2021 )
(Exact name of registrant as specified in its charter)
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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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(Address of principal executive offices, including zip code)
(561 ) 365-2000
(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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 8.01 |
Other Events.
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On February 4, 2021, the Board of Directors (the “Board”) of Carrier Global Corporation (the “Company”) elected David Gitlin, the Chief Executive
Officer of the Company, to the additional position of Chairman of the Board, effective immediately upon his election at the 2021 Annual Meeting of Shareowners on April 19, 2021 (the “Annual Meeting”), to succeed John V. Faraci. Mr. Faraci will
continue to serve on the Board upon his election at the Annual Meeting. In addition, the independent members of the Board designated Jean-Pierre Garnier to continue in the role of lead independent director upon his election at the Annual Meeting.
A copy of the press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits
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Press release of Carrier Global Corporation, issued February 5, 2021
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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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.
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CARRIER GLOBAL CORPORATION
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(Registrant)
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Date: February 5, 2021
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By:
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/s/ Mark G. Thompson
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Mark G. Thompson
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Vice President, Secretary & Deputy Legal Officer
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Exhibit 99.1
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Contact:
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Danielle Canzanella
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860-221-8457
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Danielle.Canzanella@Carrier.com
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Carrier Board Announces Election of CEO David Gitlin as Chairman, Effective Immediately Upon his Election at the 2021
Annual Meeting of Shareowners
Current Executive Chairman John V. Faraci to remain on Board;
John-Pierre Garnier to continue as Lead Independent Director
PALM BEACH GARDENS, Fla., Feb. 5, 2021 – The Board
of Directors of Carrier Global Corporation (NYSE: CARR) has elected David Gitlin as its Chairman, effective immediately upon his election at the 2021 Annual Meeting of Shareowners on April 19, 2021. Gitlin will serve as Chairman and Chief Executive
Officer, succeeding John V. Faraci who has served as Executive Chairman since the company separated from United Technologies (since renamed Raytheon Technologies) in April 2020 and who will continue to serve on the Board upon his election at the
Annual Meeting. The independent directors also designated Jean-Pierre Garnier to continue in the role of Lead Independent Director upon his election at the Annual Meeting.
Gitlin, 51, has been President and CEO of Carrier since June 2019 and a member of the Carrier Board since the separation in April 2020. Before joining
Carrier, he was a 22-year veteran of United Technologies and held numerous senior positions, most recently as President & Chief Operating Officer of Collins Aerospace Systems and as President of UTC Aerospace Systems.
Mr. Faraci, speaking on behalf of the Board of Directors said, “Through the spinoff and transformation of Carrier into an independent, publicly traded
company and throughout the COVID-19 crisis, Dave has demonstrated remarkable leadership in the face of these extraordinary challenges.” Faraci continued, “Combining the role of CEO and Chairman underscores our confidence that Dave has the requisite
vision, experience and business acumen to lead the Board as well as the company as we implement our growth strategy.”
“I am honored and energized by this new opportunity, and I want to thank John for his outstanding service as executive chairman,” said Gitlin. “I value
John’s mentorship, and I am pleased that he will remain on the Board so that we can continue to benefit from his understanding of Carrier’s business and the industry, his excellent judgment and from his extensive experience as a public company
director and former CEO.”
Gitlin continued, “I am also pleased that JP Garnier will continue as the Lead Independent Director. JP’s sage counsel, mentorship and guidance,
extensive experience and background, and similar understanding of Carrier’s business and the industry is invaluable.”
About Carrier
As the leading global provider of healthy, safe and sustainable building and cold chain solutions, Carrier Global Corporation is committed to making the world safer,
sustainable and more comfortable for generations to come. From the beginning, we’ve led in inventing new technologies and entirely new industries. Today, we continue to lead because we have a world-class, diverse workforce that puts the customer at
the center of everything we do. For more information, visit www.Corporate.Carrier.com or follow us on social media at @Carrier.
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