ROCKWELL AUTOMATION, INC 8-K

What Happened

• Rockwell Automation announced that its shareowners approved the Rockwell Automation, Inc. 2026 Long-Term Incentives Plan at the company's annual meeting on February 10, 2026. The Board had previously approved the plan subject to shareholder approval. The plan description is included in the company’s Definitive Proxy Statement filed December 22, 2025 and is incorporated as Exhibit 10.1 to the Form 8-K.

Key Details

• Approved reserve: 10.6 million shares of common stock authorized for delivery under the 2026 Plan.
• Share recycling: the reserve is increased by shares from prior plans (2020 and 2012 plans) that expire, are forfeited/cancelled, or are paid in cash instead of shares.
• Award types allowed: stock options (non-qualified and, for employees, incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and, for directors only, unrestricted shares.
• Purpose of approval: to comply with NYSE listing requirements and federal tax rules for incentive stock options.

Why It Matters

• This plan gives Rockwell the formal authority to grant equity and performance-based awards to executives, employees and directors—tools commonly used to attract, retain and align management with shareholder interests.
• The 10.6 million-share authorization represents potential future dilution investors may monitor; the filing documents the mechanics (including share recycling) and tax/NYSE compliance but does not disclose specific grants or dollar impacts.