8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 5, 2020 (November 4, 2020)

Rockwell Automation, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12383	25-1797617
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 South Second Street

Milwaukee, Wisconsin 53204

(Address of Principal Executive Offices) (Zip Code)

(414) 382-2000

(Registrant’s telephone number, including area code)

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))

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

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock ($1.00 par value)	ROK	New York Stock Exchange

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.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    On November 4, 2020, the Board of Directors of Rockwell Automation, Inc. (the “Company”) approved an increase in the number of directors of the Company from ten to eleven effective November 4, 2020, in accordance with its By-Laws. On November 4, 2020, the Board elected William P. Gipson as a director of the Company effective November 4, 2020, to fill the vacancy created by the increase in the number of directors and designated him as a member of the class of directors with a term expiring at our 2023 Annual Meeting of Shareowners. Mr. Gipson was appointed as a member of the Audit Committee and the Technology Committee effective November 4, 2020.

In connection with his election to the Board, Mr. Gipson will receive the standard equity and cash compensation paid to our non-employee directors and new non-employee directors upon first election to the Board, including shares of common stock with a value of $108,542 pursuant to our 2020 Long-Term Incentives Plan. Director compensation is more fully described in our definitive Proxy Statement dated December 11, 2019 for our 2020 Annual Meeting of Shareowners.

There is no arrangement or understanding between Mr. Gipson and any other person pursuant to which he was selected as a director. Mr. Gipson is not a party to any transaction subject to Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

A copy of the Company’s press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99	Press release of the Company dated November 5, 2020
104	Cover Page Interactive Data File, formatted in inline XBRL

SIGNATURE

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.

ROCKWELL AUTOMATION, INC.
(Registrant)
By	/s/ Rebecca W. House
	Rebecca W. House
	Senior Vice President, Chief Administrative and Legal Officer and Secretary

Date: November 5, 2020

EX-99

News Release Exhibit 99

Rockwell Automation Elects William P. Gipson to Board of Directors

(Milwaukee, WI) – November 5, 2020 – Rockwell Automation, Inc. (NYSE: ROK), the world’s largest company dedicated to industrial automation and digital transformation, today announced that William P. Gipson was elected to its board of directors effective November 4, 2020. Gipson spent his career at The Procter & Gamble Company, retiring in 2019 after more than 34 years during which he held senior executive roles overseeing R&D, innovation, and diversity and inclusion.

“William is a respected leader whose broad expertise driving business growth and product innovation will make him a great asset on the Rockwell Automation board of directors,” said Blake Moret, chairman and chief executive officer of Rockwell Automation. “His experience in leading one of the most admired global diversity and inclusion programs will also be an important complement to the perspectives of our talented board.”

During his years at P&G, a leading branded consumer packaged goods company, Gipson led R&D for a broad range of products and markets. He served in business unit and enterprise-level roles, leading global teams and living and working on three continents. In Gipson’s final role as a President, Enterprise Packaging Transformation, he led end-to-end value creation across all P&G businesses, functions, and regions, including packaging-related supply chain transformation and digital and bricks-and-mortar channel readiness. While serving as Chief Diversity Officer for eight years concurrently with his other roles, Gipson was a key member of the executive team that embedded citizenship strategies into P&G’s global operating model.

Gipson serves on the boards of the Executive Leadership Council and the STEM Pathway to MBA at the University of Alabama. He holds a Bachelor of Science in Chemical Engineering from the University of Alabama and is a proud U.S. Air Force veteran.

About Rockwell Automation

Rockwell Automation, Inc. (NYSE: ROK), is a global leader in industrial automation and digital transformation. We connect the imaginations of people with the potential of technology to expand what is humanly possible, making the world more productive and more sustainable. Headquartered in Milwaukee, Wisconsin, Rockwell Automation employs approximately 23,000 problem solvers dedicated to our customers in more than 100 countries. To learn more about how we are bringing The Connected Enterprise to life across industrial enterprises, visit www.rockwellautomation.com.

Media contact:

Marci Pelzer

Global External Communications

+1 414-687-8441

Mpelzer@rockwellautomation.com

XML

Document and Entity Information	Nov. 04, 2020
Cover [Abstract]
Entity Registrant Name	ROCKWELL AUTOMATION, INC
Amendment Flag	false
Entity Central Index Key	0001024478
Document Type	8-K
Document Period End Date	Nov. 04, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-12383
Entity Tax Identification Number	25-1797617
Entity Address, Address Line One	1201 South Second Street
Entity Address, City or Town	Milwaukee
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53204
City Area Code	(414)
Local Phone Number	382-2000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock ($1.00 par value)
Trading Symbol	ROK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false