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 6, 2006
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) | (I.R.S. Employer Identification No.) |
One Financial Plaza
Hartford, Connecticut 06103
(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)) |
Item 5.03.—Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to Bylaws
On February 6, 2006, the Board of Directors of United Technologies Corporation (“UTC”) approved an amendment to Section 2.2 of UTC’s Bylaws to change the vote standard for the election of directors in an uncontested election from a plurality vote to a majority of votes cast standard. In contested elections where the number of nominees exceeds the number of directors to be elected, the vote standard will continue to be a plurality of votes cast. A copy of UTC’s Bylaws as amended effective February 6, 2006 is included as Exhibit 3(ii) to this Report and incorporated herein by reference.
Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits. |
The following exhibit is included herewith:
| Exhibit Number |
Exhibit Description | |
| 3(ii) | Bylaws of United Technologies Corporation, as amended and restated effective February 6, 2006. |
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 8, 2006 | By: | /s/ Debra A. Valentine | ||
| Debra A. Valentine | ||||
| Vice President, Secretary and Associate General Counsel | ||||
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 3(ii) | Bylaws of United Technologies Corporation, as amended and restated effective February 6, 2006. |