Current Report Filing (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):

June 27, 2014

Rockwell Collins, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16445	52-2314475
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation or organization)		Identification No.)

400 Collins Road NE Cedar Rapids, Iowa	52498
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: [phone]

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))

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INFORMATION TO BE INCLUDED IN THE REPORT

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

Clayton M. Jones, Non-Executive Chairman of the Board of Directors of Rockwell Collins, Inc. (the “Company”), is retiring from the Company’s Board of Directors effective July 31, 2014. This is the date contemplated by the Transition and Consulting Agreement that Mr. Jones entered into with the Company when he retired as the Company’s Chief Executive Officer on July 31, 2013. This retirement from the Board was not due to any disagreement on any matter relating to Rockwell Collins’ operations, policies, or practices. Effective August 1, 2014, Mr. Jones will commence serving as consultant for a two-year period pursuant to the Transition and Consulting Agreement. On June 27, 2014 the Board of Directors reduced the size of the Board to nine effective upon Mr. Jones’ retirement from the Board.

Effective August 1, 2014, Anthony J. Carbone will commence serving as the Company’s Non-Executive Chairman. In light of this appointment of an independent director as Non-Executive Chairman, the Company does not intend to appoint a successor to Mr. Carbone as Lead Independent Director. Mr. Carbone will no longer serve on the Compensation Committee. Ralph E. Eberhart, a current member of the Compensation Committee, will succeed Mr. Carbone as Chairman of the Compensation Committee.

The Company’s press release announcing this change is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press Release of the Company dated June 30, 2014

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 COLLINS, INC.
			(Registrant)
Dated: July 1, 2014		By:	/s/ Robert J. Perna
			Robert. J. Perna
			Senior Vice President,
			General Counsel and Secretary

99.1    Press Release of the Company dated June 30, 2014

				400 Collins Road NE Cedar Rapids, IA 52498
News Release

Clay Jones to retire from Rockwell Collins Board of Directors on July 31

Anthony Carbone named non-executive chairman of the Board

CEDAR RAPIDS, Iowa (June 30, 2014) - The Rockwell Collins Board of Directors announced today that Clay Jones will retire from his role as a director and non-executive chairman of the board on July 31. Anthony Carbone, an independent director and long-time member of the Board, has been appointed Jones’ successor as non-executive chairman effective August 1.

Jones joined Rockwell International in 1979 after serving in the U.S. Air Force. He was appointed president of Rockwell Collins in January 1999, and then became CEO in June 2001 after leading the company through its initial public offering. He has been a member of the board since March 2001 and assumed the role of chairman in 2002. He retired as Rockwell Collins’ CEO on July 31, 2013.

“We’re grateful for the valuable leadership that Clay has provided to the Board of Directors over the past 12 years, during which time he successfully guided our company to a preeminent position in the aerospace and defense industry,” said Carbone. “In my new role, I’m looking forward to working with our Board members and the leadership team of Rockwell Collins to continue growing the company and delivering value to our shareholders.”

Carbone has been a director of Rockwell Collins since June 2001. He currently serves as the lead independent director and chairman of the Compensation Committee and will continue to serve as chairman of the Executive Committee. He served as vice chairman of the Board of Directors of The Dow Chemical Company from February 2000 to October 2005 and Senior Consultant of Dow from November 2000 to October 2005. He served as executive vice president of Dow from November 1996 to November 2000.

About Rockwell Collins

Rockwell Collins is a pioneer in the development and deployment of innovative communication and aviation electronic solutions for both commercial and government applications. Our expertise in flight deck avionics, cabin electronics, mission communications, simulation and training, and information management services is delivered by a global workforce, and a service and support network that crosses more than 150 countries. To find out more, please visit http://www.rockwellcollins.com.

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