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Form 8-K UNITED TECHNOLOGIES CORP For: Jul 27

July 27, 2015 7:34 AM EDT
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):  July 27, 2015

 
UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
     
Delaware
1-812
06-0570975
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
 
One Financial Plaza
Hartford, Connecticut 06101
(Address of principal executive offices, including zip code)
 
 
Registrant's telephone number, including area code
 
(860) 728-7000
 
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:
  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))
 


Section 5 – Corporate Governance and Management
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

    On July 27, 2015, United Technologies Corporation (the "Company") announced that Geraud Darnis has decided to retire from his position as President & Chief Executive Officer of UTC Building & Industrial Systems in January 2016.  Mr. Darnis will work closely with the Company over the next few months to ensure a smooth and successful transition of the leadership responsibilities for UTC Building & Industrial Systems.

    A copy of the related press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)            The following exhibit is filed as part of this report.
 
 
 
Exhibit
Number
 
Exhibit Description
 
99.1
Press Release, dated July 27, 2015, issued by United Technologies Corporation.
 

SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
UNITED TECHNOLOGIES CORPORATION
 
(Registrant)
     
Date: July 27, 2015
By:
/s/ PETER J. GRABER-LIPPERMAN
   
Peter J. Graber-Lipperman
   
Vice President, Secretary and Associate General Counsel

EXHIBIT INDEX
Exhibit
Number
 
Exhibit Description
 
99.1
Press Release, dated July 27, 2015, issued by United Technologies Corporation.

                
Contact:
 
John Moran
 
FOR IMMEDIATE RELEASE
 
 
(860) 728-7062
 
www.utc.com


UNITED TECHNOLOGIES ANNOUNCES GERAUD DARNIS TO RETIRE

HARTFORD, Conn., July 27, 2015 – United Technologies Corp. (NYSE: UTX) today announced that Geraud Darnis, President and CEO of UTC Building & Industrial Systems, has informed the company of his decision to retire in January 2016.

"Throughout his 32-year tenure with UTC, Geraud has made countless contributions to our company's success, playing a key role in securing our position as the world's leading provider of high-technology building systems and services," said UTC President and Chief Executive Officer Gregory Hayes. "Geraud has built an exceptionally strong leadership team across the commercial businesses and his leadership has resulted in a portfolio that is more focused and better positioned for future growth.

"Over the next few months, Geraud and I will work closely to ensure a smooth and successful transition of the leadership responsibilities for UTC Building & Industrial Systems," Hayes added. "I know I speak on behalf of the entire UTC leadership team in thanking Geraud for his extraordinary service to our company and in wishing him the very best in his future endeavors."

Darnis was named to his current position in September 2013. Earlier in his career, he had served as President of UTC's Climate, Controls & Security business and before that as President of Carrier Corp. He began his career with United Technologies in 1983 at Otis Elevator Company.

United Technologies Corp., based in Hartford, Connecticut, provides high technology systems and services to the building and aerospace industries. To learn more about UTC, visit the website or follow the company on Twitter: @UTC

This press release includes statements that constitute "forward-looking statements" under the securities laws. Forward-looking statements often contain words such as "believe," "expect," "plans," "project," "target," "will," "should," "see," "confident", "ensure" and similar terms. Forward-looking statements may include, among other things, statements relating to the plans, strategies, and objectives of UTC for future operations, including statements relating to a potential strategic alternative transaction relating to Sikorsky, or the terms, timing  or structure of any such transaction (or whether any such transaction will take place at all); the future performance of UTC or Sikorsky if any such transaction is completed; future and estimated sales, earnings, cash flow, charges, expenditures and share repurchases; anticipated growth in sales; new products and their entry into service; anticipated benefits of organizational changes; and other measures of financial or operational performance. There can be no assurance that any transaction or future events will occur as anticipated, if at all, or that actual results will be as expected.  All forward-looking statements involve risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Risks and uncertainties include risks related to a potential separation of, or any other transaction relating to, Sikorsky; the effect of economic conditions in the industries in which we operate, including financial market conditions; fluctuations in commodity prices, interest rates and foreign currency exchange rates; levels of research and development spending; levels of end market demand in construction and in the aerospace industry; the impact of government budget and funding decisions on the economy; changes in government procurement priorities and funding; delays and disruption in delivery of materials and services from suppliers; company and customer directed cost reduction efforts and restructuring costs and consequences thereof; the impact of acquisitions, dispositions and similar transactions; challenges in the development and production of new products and services; the impact of legal proceedings, investigations and other contingencies; pension plan assumptions and future contributions; the effect of changes in tax, environmental and other laws and regulations and political conditions; and other factors beyond our control. The forward-looking statements speak only as of the date of this press release and we undertake no obligation to update or revise any forward-looking statements as of a later date. For additional information identifying risks and uncertainties that may materially affect results, see UTC's reports on Forms 10-K, 10-Q and 8-K filed with the SEC from time to time, including, but not limited to, the information included in UTC's Forms 10-K and 10-Q under the headings "Business," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Legal Proceedings" and in the notes to the financial statements included in UTC's Forms 10-K and 10-Q.

UTC-IR
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