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): September 1, 2023

PARKER-HANNIFIN CORPORATION

(Exact Name of Registrant as Specified in Charter)

Ohio	1-4982	34-0451060
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
6035 Parkland Boulevard, Cleveland, Ohio		44124-4141
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (216) 896-3000

Not Applicable

(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	Name of Each Exchange on which Registered
Common Shares, $.50 par value	PH	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.

On September 1, 2023, the Board of Directors of Parker-Hannifin Corporation (the “Company”) elected Denise Russell Fleming as a Director of the Company, effective immediately, for a term expiring at the Annual Meeting of Shareholders in October 2023. The Board of Directors also appointed Ms. Fleming to serve as a member of its Audit Committee and its Corporate Governance and Nominating Committee.

Ms. Fleming is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries. Ms. Fleming is eligible to participate in the non-employee Director’s compensation arrangements described in the Company’s Proxy Statement for its 2022 Annual Meeting of Shareholders, including receipt of a pro-rated award of restricted stock units (RSUs).

The Company also entered into an Indemnification Agreement (the “Indemnification Agreement”) with Ms. Fleming on September 1, 2023. The Indemnification Agreement is in substantially the same form as the indemnification agreement for directors and officers that is filed as Exhibit 10(e) to the Company’s Annual Report on Form 10-K filed with the SEC on August 26, 2020.

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.

			PARKER-HANNIFIN CORPORATION
Date:	September 5, 2023	By:	/s/ Joseph R. Leonti
			Joseph R. Leonti
			Vice President, General Counsel and Secretary

XML

Cover	Sep. 01, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 01, 2023
Entity Registrant Name	PARKER-HANNIFIN CORPORATION
Entity Incorporation, State or Country Code	OH
Entity File Number	1-4982
Entity Tax Identification Number	34-0451060
Entity Address, Address Line One	6035 Parkland Boulevard
Entity Address, City or Town	Cleveland
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44124-4141
City Area Code	216
Local Phone Number	896-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Shares, $.50 par value
Trading Symbol	PH
Security Exchange Name	NYSE
Entity Central Index Key	0000076334
Amendment Flag	false