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): April 1, 2020 (April 1, 2020)

OTIS WORLDWIDE CORPORATION
 
(Exact name of Registrant as specified in its charter)
 

Delaware
001-39221
83-3789412
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
     
 
One Carrier Place
Farmington, Connecticut
(Address of Principal Executive Offices)
06032
(Zip Code)
 
(860) 674-3000
(Registrant’s telephone number, including area code)
 
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))
 

 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, par value $0.01 per share
OTIS
The 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 1.01.
Entry Into a Material Definitive Agreement.
 
Separation-Related Agreements
 
On April 2, 2020, Otis Worldwide Corporation (the “Company”) entered into a Separation and Distribution Agreement with United Technologies Corporation (since renamed Raytheon Technologies Corporation) (“UTC”), pursuant to which, among other things, UTC agreed to separate into three independent, publicly traded companies – UTC, Carrier Global Corporation (“Carrier”) and the Company (the “Separation”) – and distribute (the “Distribution”) all of the outstanding common stock of the Company to UTC shareowners who held shares of UTC common stock as of the close of business on March 19, 2020, the record date for the distribution.  UTC distributed 433,079,455 shares of common stock of the Company in the Distribution, which was effective at 12:01 a.m., Eastern Time, on April 3, 2020 (the “Effective Time”).  As a result of the Distribution, the Company is now an independent public company and its common stock is listed under the symbol “OTIS” on the New York Stock Exchange.
 
In connection with the Separation and the Distribution, on April 2, 2020, the Company entered into various agreements with UTC and Carrier to provide a framework for the Company’s relationship with UTC and Carrier after the Separation and the Distribution, including the following agreements:
 

 •
Separation and Distribution Agreement;
 

 •
Transition Services Agreement;
 

 •
Tax Matters Agreement;
 

 •
Employee Matters Agreement; and
 

 •
Intellectual Property Agreement.
 
Summaries of the material terms of these agreements can be found in the Company’s information statement, dated March 16, 2020, which was included as Exhibit 99.1 to the Company’s Current Report on Form 8‑K filed on March 16, 2020 (the “Information Statement”), under the section entitled “Certain Relationships and Related Party Transactions.”  These summaries are incorporated herein by reference.  The foregoing descriptions of these agreements set forth under this Item 1.01 are not complete and are subject to, and qualified in their entirety by reference to, the full text of the agreements, which are attached hereto as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference.
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Appointment of Officers
 
In connection with the Separation and the Distribution, effective as of the Effective Time, the following individuals, who had been previously serving in their positions shown below, continued as executive officers of the Company as set forth in the table below:
 
Judith F. Marks
President and Chief Executive Officer
Rahul Ghai
Vice President and Chief Financial Officer
Michael P. Ryan
Vice President and Chief Accounting Officer (Controller)
 
Biographical information about the Company’s executive officers can be found in the Information Statement under the section entitled “Management—Executive Officers Following the Distribution.”  Compensation information for the Company’s named executive officers can be found in the Information Statement under the section entitled “Executive Compensation.”  These sections of the Information Statement are incorporated herein by reference.
 
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Appointment of Directors
 
On March 16, 2020, when the Company’s Registration Statement on Form 10 (File No. 001-39221), initially publicly filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 7, 2020 and subsequently amended, was declared effective, the members of the Board of Directors of the Company (the “Board”) consisted of Gregory Marshall, Sean Moylan, Michael P. Ryan and Christopher Witzky.  On March 17, 2020, the day prior to the start of when-issued trading, the size of the Board expanded to consist of five directors, and Jeffrey H. Black was appointed to the Board and the Audit Committee, effective as of such date.  In connection with the Separation and the Distribution, effective as of the Effective Time, the size of the Board expanded again to consist of nine directors, and each of Gregory Marshall, Sean Moylan, Michael P. Ryan and Christopher Witzky resigned from the Board.  Each of Christopher J. Kearney, Kathy Hopinkah Hannan, Shailesh G. Jejurikar, Judith F. Marks, Harold W. McGraw III, Margaret M. Preston, Shelley Stewart, Jr. and John H. Walker was appointed to the Board effective as of the Effective Time.  Jeffrey H. Black remains on the Board and will continue to serve as a director of the Company.
 
Biographical and compensation information for each of the directors appointed to the Board can be found in the Company’s Information Statement under the section entitled “Directors—Board of Directors Following the Distribution” and “Director Compensation,” which is incorporated by reference into this Item 5.02.
 
As of the effective time of their election to the Board:
 

 •
Each of Jeffrey H. Black, Kathy Hopinkah Hannan, Shailesh G. Jejurikar and Shelley Stewart, Jr. were appointed to serve as members of the Audit Committee of the Board and effective as of the Effective Time, Jeffrey H. Black was appointed Chair of the Audit Committee;
 

 •
Each of John H. Walker, Shailesh G. Jejurikar, Harold W. McGraw III and Margaret M. Preston were appointed to serve as members of the Compensation Committee of the Board and John H. Walker was appointed Chair of the Compensation Committee;
 

 •
Each of Margaret M. Preston, Kathy Hopinkah Hannan, Harold W. McGraw III and Shelley Stewart, Jr. were appointed to serve as members of the Nominations & Governance Committee of the Board and Margaret M. Preston was appointed Chair of the Nominations & Governance Committee; and
 

 •
Christopher J. Kearney was appointed Executive Chairman of the Board.
 
Adoption of Compensation Plans
 
In connection with the Separation and the Distribution, the Company adopted the following compensation plans effective as of the Effective Time.  The named executive officers of the Company are or may become eligible to participate in these compensation plans.
 

 •
Otis Worldwide Corporation 2020 Long-Term Incentive Plan;
 

 •
Otis Worldwide Corporation Change in Control Severance Plan;
 

 •
Otis Worldwide Corporation Executive Annual Bonus Plan;
 

 •
Otis Worldwide Corporation Pension Preservation Plan;
 

 •
Otis Worldwide Corporation Retirement Plan for Third Country National Employees; and
 

 •
French Sub-Plan for Restricted Stock Units Granted Under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan.
 
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Summaries of certain material features of these plans can be found in the Company’s Information Statement under the sections entitled “Executive Compensation” and “Otis Worldwide Corporation 2020 Long-Term Incentive Plan.” These summaries are incorporated herein by reference.  The foregoing descriptions of these plans set forth under this Item 5.02 are not complete and are subject to, and qualified in their entirety by reference to, the full text of the plans, which are attached hereto as Exhibits 10.5, 10.6, 10.7, 10.8, 10.9, and 10.11 and are incorporated herein by reference.
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
    In connection with the Separation and the Distribution, the Company filed a certificate of amendment of the Certificate of Incorporation (the “Split Amendment”) with the Secretary of State of the State of Delaware on April 1, 2020, which became effective as of 11:58 p.m. on April 2, 2020. The Split Amendment increased the number of authorized shares of the common stock of the Company and effected a stock split of the outstanding shares of the common stock of the Company.  The Company also filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware on April 1, 2020, which became effective as of 11:59 p.m. on April 2, 2020.  The Company also amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective as of April 3, 2020.  A description of the material provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws can be found in the Information Statement, under the section entitled “Description of Otis Capital Stock,” which is incorporated by reference into this Item 5.03.  The foregoing descriptions of the Split Amendment, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are not complete and are subject to, and qualified in their entirety by reference to, the full text thereof, which are attached hereto as Exhibits 3.1(a), 3.1(b) and 3.2, respectively, and are incorporated herein by reference.
 
Item 5.05
Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
 
In connection with the Separation and the Distribution, the Board adopted Governance Guidelines and a Code of Ethics.  The documents are available on the Company’s website at www.otis.com.  The information on the Company’s website does not constitute part of this Current Report on Form 8-K and is not incorporated herein by reference.
 
Item 7.01
Regulation FD Disclosure.
 
On April 3, 2020, the Company issued a press release announcing the completion of the Separation.  A copy of the press release furnished herewith as Exhibit 99.1, is incorporated herein by reference, and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
 
Exhibit No.
Exhibit
   
Separation and Distribution Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation
   
Amendment to Certificate of Incorporation of Otis Worldwide Corporation
   
Amended and Restated Certificate of Incorporation of Otis Worldwide Corporation

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Exhibit No.
Exhibit
   
Amended and Restated Bylaws of Otis Worldwide Corporation
   
Transition Services Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation
   
Tax Matters Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation
   
Employee Matters Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation
   
Intellectual Property Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation
   
Otis Worldwide Corporation 2020 Long-Term Incentive Plan
   
Otis Worldwide Corporation Change in Control Severance Plan
   
Otis Worldwide Corporation Executive Annual Bonus Plan
   
Otis Worldwide Corporation Pension Preservation Plan
   
Otis Worldwide Corporation Retirement Plan for Third Country National Employees
   
Otis Worldwide Corporation Board of Directors Deferred Stock Unit Plan
   
French Sub-Plan for Restricted Stock Units Granted Under the Otis Worldwide Corporation 2020 Long-Term Incentive Plan
   
Press Release of Otis Worldwide Corporation, issued April 3, 2020
   
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


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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.
 
 
OTIS WORLDWIDE CORPORATION
 
  
 
By:
/s/ Nora E. LaFreniere
  
   
Name:
Nora E. LaFreniere
  
   
Title:
Vice President, General Counsel & Secretary
  
 
Date: April 3, 2020


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