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2025 Proxy Statement
Our Vision and Leadership Attributes
Notice of Eaton Corporation plc's Annual General Meeting
Table of Contents
Proxy Summary
Election of Directors
Proposal 1: Election of Directors
- Our Nominees
- How Nominees Are Chosen
- Director Independence
- Board Committees
- Board Meetings and Attendance at Annual General Meeting
- Board Governance Guidelines
- Executive Sessions of the Non-Employee Directors
- Leadership Structure
- Shareholder Engagement
- Oversight of Risk Management
- Oversight of Sustainability and ESG
- Commitment to Sustainability and ESG
- Code of Ethics and Insider Trading Policy
- Communicating with the Board
Independent Auditor
Proposal 2: Appointment of Independent Auditor and Authorization of Audit Committee to Set Auditor Remuneration
- Audit Committee Report
Executive Compensation
Proposal 3: Advisory Approval of the Company's Executive Compensation
Compensation Discussion and Analysis
- Executive Summary
- 2024 CEO Realized Pay and our Performance
- Role of the Compensation and Organization Committee
- How We Establish and Validate Pay
- Components of Compensation
- Health and Welfare, Retirement and Other Benefit Plans
- Executive Compensation Policies and Guidelines
- Relationship Between Compensation Plans and Risk
- Compensation and Organization Committee Report
Compensation Tables
2024 CEO Pay Ratio
2024 Pay Versus Performance
2024 Director Compensation
Board Authority
Proposal 4: Granting the Board Authority to Issue Shares
Proposal 5: Granting the Board Authority to Opt-Out of Pre-emption Rights
Proposal 6: Authorization of the Company and Any Subsidiary of the Company to Make Overseas Market Purchases of Company Shares
Additional Information
Other Business
Share Ownership Tables
Other Information
- Equity Compensation Plans
- Proxy Solicitation
- How Proxies Will Be Voted
- Voting at the Meeting
- Admission to the Annual General Meeting
- Section 16(a) Beneficial Ownership Reporting Compliance
- Future Shareholder Proposals and Director Nominations
- Mailings to Shareholders in the Same Household
Admission to the Annual General Meeting
Our Director Nominees
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Page 5 of 86
2025 Proxy Statement
2025 Proxy Statement
Our Vision and Leadership Attributes
Notice of Eaton Corporation plc's Annual General Meeting
Table of Contents
Proxy Summary
Election of Directors
Proposal 1: Election of Directors
- Our Nominees
- How Nominees Are Chosen
- Director Independence
- Board Committees
- Board Meetings and Attendance at Annual General Meeting
- Board Governance Guidelines
- Executive Sessions of the Non-Employee Directors
- Leadership Structure
- Shareholder Engagement
- Oversight of Risk Management
- Oversight of Sustainability and ESG
- Commitment to Sustainability and ESG
- Code of Ethics and Insider Trading Policy
- Communicating with the Board
Independent Auditor
Proposal 2: Appointment of Independent Auditor and Authorization of Audit Committee to Set Auditor Remuneration
- Audit Committee Report
Executive Compensation
Proposal 3: Advisory Approval of the Company's Executive Compensation
Compensation Discussion and Analysis
- Executive Summary
- 2024 CEO Realized Pay and our Performance
- Role of the Compensation and Organization Committee
- How We Establish and Validate Pay
- Components of Compensation
- Health and Welfare, Retirement and Other Benefit Plans
- Executive Compensation Policies and Guidelines
- Relationship Between Compensation Plans and Risk
- Compensation and Organization Committee Report
Compensation Tables
2024 CEO Pay Ratio
2024 Pay Versus Performance
2024 Director Compensation
Board Authority
Proposal 4: Granting the Board Authority to Issue Shares
Proposal 5: Granting the Board Authority to Opt-Out of Pre-emption Rights
Proposal 6: Authorization of the Company and Any Subsidiary of the Company to Make Overseas Market Purchases of Company Shares
Additional Information
Other Business
Share Ownership Tables
Other Information
- Equity Compensation Plans
- Proxy Solicitation
- How Proxies Will Be Voted
- Voting at the Meeting
- Admission to the Annual General Meeting
- Section 16(a) Beneficial Ownership Reporting Compliance
- Future Shareholder Proposals and Director Nominations
- Mailings to Shareholders in the Same Household
Admission to the Annual General Meeting
Our Director Nominees
2025 Proxy Statement
2025 Proxy Statement
Our Vision and Leadership Attributes
Notice of Eaton Corporation plc's Annual General Meeting
Table of Contents
Proxy Summary
Election of Directors
Election of Directors
Proposal 1: Election of Directors
- Our Nominees
- How Nominees Are Chosen
- Director Independence
- Board Committees
- Board Meetings and Attendance at Annual General Meeting
- Board Governance Guidelines
- Executive Sessions of the Non-Employee Directors
- Leadership Structure
- Shareholder Engagement
- Oversight of Risk Management
- Oversight of Sustainability and ESG
- Commitment to Sustainability and ESG
- Code of Ethics and Insider Trading Policy
- Communicating with the Board
Independent Auditor
Independent Auditor
Proposal 2: Appointment of Independent Auditor and Authorization of Audit Committee to Set Auditor Remuneration
- Audit Committee Report
Executive Compensation
Executive Compensation
Proposal 3: Advisory Approval of the Company's Executive Compensation
Compensation Discussion and Analysis
- Executive Summary
- 2024 CEO Realized Pay and our Performance
- Role of the Compensation and Organization Committee
- How We Establish and Validate Pay
- Components of Compensation
- Health and Welfare, Retirement and Other Benefit Plans
- Executive Compensation Policies and Guidelines
- Relationship Between Compensation Plans and Risk
- Compensation and Organization Committee Report
Compensation Tables
2024 CEO Pay Ratio
2024 Pay Versus Performance
2024 Director Compensation
Board Authority
Board Authority
Proposal 4: Granting the Board Authority to Issue Shares
Proposal 5: Granting the Board Authority to Opt-Out of Pre-emption Rights
Proposal 6: Authorization of the Company and Any Subsidiary of the Company to Make Overseas Market Purchases of Company Shares
Additional Information
Additional Information
Other Business
Share Ownership Tables
Other Information
- Equity Compensation Plans
- Proxy Solicitation
- How Proxies Will Be Voted
- Voting at the Meeting
- Admission to the Annual General Meeting
- Section 16(a) Beneficial Ownership Reporting Compliance
- Future Shareholder Proposals and Director Nominations
- Mailings to Shareholders in the Same Household
Admission to the Annual General Meeting
Our Director Nominees
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