ETNEaton Corporation
Deals with insiders in the proxy filed 2026-03-13
Deals between ETN and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-14.
RELATED PERSON TRANSACTIONS“The Board has adopted a written Related Person Transactions Policy that governs the review, approval, and oversight of transactions between the Company and related persons. The policy applies to any transaction, arrangement, or relationship, or series of similar transactions, arrangements, or relationships (including any indebtedness or guarantee of indebtedness) in which (i) Eaton or any of its subsidiaries was, is, or will be a participant and the amount involved exceeds $120,000 and (ii) any related person had, has, or will have a direct or indirect material interest, except those transactions, arrangements, or relationships that would not be required to be disclosed pursuant to SEC rules after considering the materiality thresholds and exceptions to disclosure set forth in Item 404 of Regulation S-K. A related person means (i) any person who is, or at any time since the beginning of Eaton’s last fiscal year was, a director or executive officer of Eaton or a director nominee, (ii) any shareholder known to be the beneficial owner of more than 5% of any class of Eaton's voting securities, (iii) any immediate family member of the foregoing persons, or (iv) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position, or in which such person has more than a 10% beneficial ownership interest.”
Read it in the proxy ↗
No longer reported 2 paragraphs of the proxy filed 2025-03-14 with nothing like them this year
Review of Related Person Transactions“Our Board has adopted a written policy to identify and evaluate “related person transactions,” that is, transactions between the Company and any of our executive officers, directors, director nominees, 5%-plus security holders or members of their “immediate families,” or organizations where they or their family members serve as officers or employees. The Board policy calls for the disinterested members of the Governance Committee to conduct an annual review of all such transactions. At the Committee’s direction, a survey is conducted annually of all transactions involving related persons, and the Committee reviews the results in February of each year. The Committee is responsible for determining whether any “related person transaction” (i) poses a significant risk of impairing, or appearing to impair, the judgment or objectivity of the individuals involved; (ii) poses a significant risk of impairing, or appearing to impair, the independence of an outside director or director nominee; or (iii) has terms that are less favorable to us than those generally available in the marketplace. Depending upon the Committee’s assessment of these risks, the Committee will respond appropriately. In addition, as required by the rules of the SEC, any transactions that are material to a related person are disclosed in our proxy statement.”
Read it in last year's proxy ↗
Review of Related Person Transactions“As disclosed above, the Governance Committee is charged with reviewing issues involving director independence and all related persons transactions. The Committee and the Board have determined that since the beginning of 2024, the only related person transactions were those described above under the heading “Director Independence” and that none of our executive officers engaged in any such transactions. The Committee also concluded that none of the related person transactions posed risks to the Company in any of the areas described above.”
Read it in last year's proxy ↗
New wording of the review policy 5 paragraphs without an amount or a name
RELATED PERSON TRANSACTIONS“Under the policy, it is the responsibility of the Governance Committee to conduct a reasonable prior review of and oversee related person transactions for potential conflicts of interest, and approve, ratify, revise, or reject related person transactions in accordance with the policy. Eaton's Chief Legal Officer is responsible for determining whether a proposed transaction is reasonably likely to be a related person transaction requiring review by the Governance Committee under the policy, based on a review of all facts and circumstances. Upon determination that a transaction is reasonably likely to be a related person transaction requiring review by the Governance Committee, the proposed transaction will be submitted to the Governance Committee for consideration at the next Governance Committee meeting. If the Chief Legal Officer determines that it is not reasonable or practicable to wait until the next Governance Committee meeting, the transaction will be submitted to the Governance Committee Chair, who has delegated authority to act between committee meetings. Any approval by the Governance Committee Chair pursuant to delegated authority will be reported to and ratified by the Governance Committee no later than the next committee meeting.”
Read it in the proxy ↗
RELATED PERSON TRANSACTIONS“When reviewing proposed related person transactions, the Governance Committee will consider all of the relevant factors, including, but not limited to (if and to the extent applicable): benefits to Eaton; impact on a director's or director nominee's independence; whether the related person transaction poses a significant risk of impairing, or appearing to impair, the judgment and objectivity of the involved individuals; availability of other sources for comparable products or services; terms of the transaction; terms available to unrelated third parties or to employees generally; required disclosures; and whether the related person transaction is, overall, in or not inconsistent with the best interests of Eaton. The Governance Committee will prohibit a related person transaction if it determines it to be inconsistent with the interests of Eaton and its shareholders.”
Read it in the proxy ↗
RELATED PERSON TRANSACTIONS“In the event that an executive officer or director of Eaton becomes aware of a related person transaction that has not been previously approved or ratified under the policy, he or she will notify the Chief Legal Officer to facilitate review as promptly as practicable. The Governance Committee will consider all of the relevant facts and circumstances respecting such related person transaction, and will evaluate alternatives relative to the transaction, including but not limited to ratification, amendment, or termination of the related person transaction.”
Read it in the proxy ↗
RELATED PERSON TRANSACTIONS“If a related person transaction will be ongoing, the Governance Committee may establish guidelines for the Company’s management to follow in its ongoing dealings with the related person and will be responsible for reviewing and assessing such ongoing relationships to confirm that they are in compliance with the Governance Committee's guidelines and that such transaction remains appropriate.”
Read it in the proxy ↗
RELATED PERSON TRANSACTIONS“Since the beginning of 2025 through the date of the filing of this Proxy Statement, there were no related person transactions required to be reported.”
Read it in the proxy ↗
The whole section
6 paragraphs quoted as filed
RELATED PERSON TRANSACTIONS“The Board has adopted a written Related Person Transactions Policy that governs the review, approval, and oversight of transactions between the Company and related persons. The policy applies to any transaction, arrangement, or relationship, or series of similar transactions, arrangements, or relationships (including any indebtedness or guarantee of indebtedness) in which (i) Eaton or any of its subsidiaries was, is, or will be a participant and the amount involved exceeds $120,000 and (ii) any related person had, has, or will have a direct or indirect material interest, except those transactions, arrangements, or relationships that would not be required to be disclosed pursuant to SEC rules after considering the materiality thresholds and exceptions to disclosure set forth in Item 404 of Regulation S-K. A related person means (i) any person who is, or at any time since the beginning of Eaton’s last fiscal year was, a director or executive officer of Eaton or a director nominee, (ii) any shareholder known to be the beneficial owner of more than 5% of any class of Eaton's voting securities, (iii) any immediate family member of the foregoing persons, or (iv) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position, or in which such person has more than a 10% beneficial ownership interest.”
Read it in the proxy ↗
RELATED PERSON TRANSACTIONS“Under the policy, it is the responsibility of the Governance Committee to conduct a reasonable prior review of and oversee related person transactions for potential conflicts of interest, and approve, ratify, revise, or reject related person transactions in accordance with the policy. Eaton's Chief Legal Officer is responsible for determining whether a proposed transaction is reasonably likely to be a related person transaction requiring review by the Governance Committee under the policy, based on a review of all facts and circumstances. Upon determination that a transaction is reasonably likely to be a related person transaction requiring review by the Governance Committee, the proposed transaction will be submitted to the Governance Committee for consideration at the next Governance Committee meeting. If the Chief Legal Officer determines that it is not reasonable or practicable to wait until the next Governance Committee meeting, the transaction will be submitted to the Governance Committee Chair, who has delegated authority to act between committee meetings. Any approval by the Governance Committee Chair pursuant to delegated authority will be reported to and ratified by the Governance Committee no later than the next committee meeting.”
Read it in the proxy ↗
RELATED PERSON TRANSACTIONS“When reviewing proposed related person transactions, the Governance Committee will consider all of the relevant factors, including, but not limited to (if and to the extent applicable): benefits to Eaton; impact on a director's or director nominee's independence; whether the related person transaction poses a significant risk of impairing, or appearing to impair, the judgment and objectivity of the involved individuals; availability of other sources for comparable products or services; terms of the transaction; terms available to unrelated third parties or to employees generally; required disclosures; and whether the related person transaction is, overall, in or not inconsistent with the best interests of Eaton. The Governance Committee will prohibit a related person transaction if it determines it to be inconsistent with the interests of Eaton and its shareholders.”
Read it in the proxy ↗
RELATED PERSON TRANSACTIONS“In the event that an executive officer or director of Eaton becomes aware of a related person transaction that has not been previously approved or ratified under the policy, he or she will notify the Chief Legal Officer to facilitate review as promptly as practicable. The Governance Committee will consider all of the relevant facts and circumstances respecting such related person transaction, and will evaluate alternatives relative to the transaction, including but not limited to ratification, amendment, or termination of the related person transaction.”
Read it in the proxy ↗
RELATED PERSON TRANSACTIONS“If a related person transaction will be ongoing, the Governance Committee may establish guidelines for the Company’s management to follow in its ongoing dealings with the related person and will be responsible for reviewing and assessing such ongoing relationships to confirm that they are in compliance with the Governance Committee's guidelines and that such transaction remains appropriate.”
Read it in the proxy ↗
RELATED PERSON TRANSACTIONS“Since the beginning of 2025 through the date of the filing of this Proxy Statement, there were no related person transactions required to be reported.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗