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, 2026

EATON CORPORATION plc
(Exact name of registrant as specified in its charter)

Ireland
  
000-54863
   98-1059235
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

Eaton House, 30 Pembroke Road, Dublin 4, Ireland
   D04 Y0C2
(Address of principal executive offices)
  
(Zip Code)

 
+353 1637 2900
  
 
(Registrant’s telephone number, including area code)
  

 
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(s)
  
Name of each exchange on which registered
Ordinary shares ($0.01 par value)
   ETN   New York Stock Exchange
3.850% Senior Notes due 2028
   ETN/28  
New York Stock Exchange
3.950% Senior Notes due 2029
   ETN/29
   New York Stock Exchange
4.450% Senior Notes due 2030   ETN/30
   New York Stock Exchange
4.200% Senior Notes due 2031
   ETN/31
   New York Stock Exchange
4.500% Senior Notes due 2033
  
ETN/33
  
New York Stock Exchange
3.550% Senior Notes due 2034
  
ETN/34
   New York Stock Exchange
3.625% Senior Notes due 2035
   ETN/35
   New York Stock Exchange
 4.800% Senior Notes due 2036    ETN/36   New York Stock Exchange
4.000% Senior Notes due 2038
   ETN/38
  
New York Stock Exchange
5.450% Senior Notes due 2056
   ETN/56   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 5.07
Submission of Matters to a Vote of Security Holders.

At the Annual General Meeting of Shareholders of Eaton Corporation plc (the “Company”) held on April 22, 2026, the items listed below were submitted to a vote of the shareholders.  The proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 13, 2026.  Each of the items was approved by the shareholders, and the voting results for each proposal are set forth below.

Proposal 1 – Electing the eleven director nominees.

Each of the following individuals was elected as a director to serve until the next Annual General Meeting of Shareholders or until his or her successor is duly elected and qualified:

Director
  
For
  
Against
  
Abstain
  
Broker Non-Votes
Gerald Johnson
  
303,980,477
  
1,551,129
  
377,736
  
39,477,781
Silvio Napoli
  
302,766,818
  
2,735,862
  
406,662
  
39,477,781
Gregory R. Page
  
286,023,827
  
19,516,387
  
369,128
  
39,477,781
Sandra Pianalto
  
298,653,327
  
6,902,248
  
353,767
  
39,477,781
Robert V. Pragada
  
300,581,753
  
4,871,493
  
456,096
  
39,477,781
Paulo Ruiz
  
303,235,430
  
2,278,809
  
395,103
  
39,477,781
Lori J. Ryerkerk
  
296,798,724
  
8,567,501
  
543,117
  
39,477,781
Andre Schulten
  
300,227,224
  
5,203,630
  
478,488
  
39,477,781
Karenann Terrell
  
302,497,987
  
3,026,577
  
384,778
  
39,477,781
Dorothy C. Thompson
  
299,510,432
  
6,052,245
  
346,665
  
39,477,781
Darryl L. Wilson
  
300,911,559
  
4,624,695
  
373,088
  
39,477,781

Proposal 2 – Approving the appointment of Ernst & Young LLP as independent auditor for 2026 and authorizing the Audit Committee of the Board of Directors to set auditor remuneration.

For
  
Against
  
Abstain
322,615,608
  
22,414,507
  
357,008

Proposal 3 – Approving, on an advisory basis, the Company’s executive compensation.

For
  
Against
  
Abstain
  
Broker Non-Votes
283,591,183
  
21,462,305
  
855,854
  
39,477,781

Proposal 4 – Approving the Board of Directors’ authority to issue shares under Irish law.

For
  
Against
  
Abstain
339,405,261
  
5,116,649
  
865,213

Proposal 5 – Approving the Board of Directors’ authority to opt-out of pre-emption rights under Irish law.

For
  
Against
  
Abstain
326,540,107
  
17,838,230
  
1,008,786


Proposal 6 – Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Company shares.

For
  
Against
  
Abstain
339,070,465
  
5,114,743
  
1,201,915

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.

   
Eaton Corporation plc
     
Date: April 23, 2026
By:
/s/ Lucy Clark Dougherty
   
Lucy Clark Dougherty
Executive Vice President and Chief Legal Officer