Current Report Filing (8-k)

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 3, 2020

UNITED TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-00812		06-0570975
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10 Farm Springs Road
Farmington, Connecticut 06032

(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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($1 par value)	UTX	New York Stock Exchange
(CUSIP 913017 10 9)

1.125% Notes due 2021	UTX 21D	New York Stock Exchange
(CUSIP 913017 CD9)

1.250% Notes due 2023	UTX 23	New York Stock Exchange
(CUSIP U91301 AD0)

1.150% Notes due 2024	UTX 24A	New York Stock Exchange
(CUSIP 913017 CU1)

1.875% Notes due 2026	UTX 26	New York Stock Exchange
(CUSIP 913017 CE7)

2.150% Notes due 2030	UTX 30	New York Stock Exchange
(CUSIP 913017 CV9)

Floating Rate Notes due 2020	UTX 20B	New York Stock Exchange
(CUSIP 913017 CT4)

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 3, 2020, the Board of Directors (“Board”) of United Technologies Corporation (“UTC” or the “Company”) approved and adopted amended and restated Bylaws. The amendment reduces the minimum number of directors required to serve on the Board from 10 to 8. There were no other changes to the Bylaws.

The amended and restated Bylaws approved and adopted by the Board became effective immediately.

The foregoing summary of the amended and restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the amended and restated Bylaws, which are included as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

3.2

Bylaws of United Technologies Corporation, as amended and restated effective February 3, 2020

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

	UNITED TECHNOLOGIES CORPORATION
	(Registrant)

Date: February 3, 2020	By:	/S/ PETER J. GRABER-LIPPERMAN
		Peter J. Graber-Lipperman
		Corporate Vice President, Secretary and
		Associate General Counsel