UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ~~of 1934~~OF 1934

Date of Report (~~Date~~date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~October~~November 2630, 2012

Cooper Industries plc

(Exact name of registrant as specified in its charter)

Ireland	1-31330	98-0632292
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
Unit F10, Maynooth Business Campus, Maynooth, Ireland		0
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~Unit ~~telephone number~~F10, ~~including~~Maynooth ~~area~~Business ~~code:~~Campus ~~+353 (1) 6292222~~

~~Not~~Maynooth, ~~Applicable~~Ireland

~~Former~~(Address ~~name~~of orprincipal ~~former~~executive ~~address,~~offices) ~~if changed since last report~~

+353 (1) 6292222

(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))

Item 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On ~~October~~November 2630, 2012, inpursuant ~~Houston,~~to ~~Texas,~~the ~~Cooper~~Transaction ~~Industries~~Agreement, ~~plc~~dated ~~(“Cooper”) held two special meetings of shareholders~~May 21, ~~a special court-ordered meeting and an extraordinary general meeting~~2012, ~~relating~~among ~~to the pending acquisition of Cooper by~~ Eaton Corporation (“Eaton”) ~~through the formation of a new holding company incorporated in Ireland. The acquisition of~~, Cooper ~~will~~Industries beplc ~~effected by means of a~~ (“~~scheme of arrangement~~Cooper” ~~under Irish law~~), ~~pursuant~~Eaton toCorporation aplc ~~Transaction~~(formerly ~~Agreement~~known ~~among~~as ~~Cooper,~~ Eaton, ~~Eaton~~ Corporation Limited, (which was formerly known as Abeiron Limited) (“New Eaton”), Abeiron II Limited (formerly known as Comdell Limited) (“Abeiron II”), Turlock B.V. (“Turlock”) and Turlock Corporation (“Merger Sub” and together with ~~Cooper~~Eaton, ~~Eaton~~Cooper, New Eaton, Abeiron II and Turlock, the “Original Parties”), as amended on June 22, 2012 by Amendment No. 1 entered into by the Original Parties and Eaton Inc. (“Eaton Sub”) and on October 19, 2012 by Amendment No. 2 entered into by the Original Parties and Eaton Sub (as so amended, the “Transaction Agreement”), (a) New Eaton acquired Cooper (the “Acquisition”) pursuant to a scheme of arrangement under Section 201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963 (the “Scheme”) and (b) Merger Sub merged with and into Eaton, with Eaton as the surviving corporation in the merger (the “Merger” and, together with the Acquisition, the “Transactions”). Following the consummation of the Transactions, each of Eaton and Cooper became wholly owned subsidiaries of New Eaton.

OfUpon ~~the~~completion ~~161~~of the Transactions,~~489,215~~ each Cooper ~~shares~~ordinary ~~outstanding~~share as(other than those held by Eaton or any of its affiliates) was converted into the ~~record~~right ~~date~~to receive (i) $39.15 in cash and ~~entitled~~(ii) 0.77479 toof ~~vote~~a atNew ~~the~~Eaton ~~special~~ordinary ~~meetings~~share, ~~68%~~and each Eaton common share was ~~were~~converted ~~represented~~into inthe ~~person~~right orto byreceive ~~proxy~~one atNew ~~the~~Eaton ~~meetings,~~ordinary ~~constituting~~share. aThe ~~quorum~~cash ~~for~~component of the ~~transaction~~consideration payable to holders of ~~business.~~Cooper ~~Abstentions~~ordinary ~~are~~shares ~~not~~was ~~considered~~funded ~~votes~~from ~~cast~~(1) the atnet proceeds from the ~~meetings.~~issuance ~~Because~~and ~~approval~~sale of ~~all~~approximately ~~proposals~~$4.853 billion isof ~~based~~senior notes by Merger Sub, which was previously disclosed by New Eaton’s Current Reports on ~~votes~~Form ~~properly~~8-K ~~cast~~filed atNovember 16, ~~the meeting~~2012 and November 26, ~~abstentions~~2012, doand ~~not~~(2) borrowings ~~have~~of ~~any~~$1.669 ~~effect~~billion by Merger Sub on ~~the~~November 30, 2012 ~~outcome~~under that certain Senior Unsecured Bridge Credit Agreement, dated as of May 21, 2012, among New Eaton, Turlock, Merger Sub, the ~~voting~~other guarantors party thereto from time to time, the banks party thereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent (as amended and modified from time to time).

AtThe issuance of New Eaton ordinary shares in connection with the ~~special~~Transactions ~~meetings~~was registered under the Securities Act of 1933, as amended, pursuant to New Eaton’s registration statement on Form S-4 (File No. 333-182303) (the ~~following~~“Registration ~~matters~~Statement”) ~~were~~filed with the ~~submitted~~Securities toand Exchange Commission (the “SEC”) and declared effective on September 7, 2012. The definitive joint proxy statement/prospectus of Eaton and Cooper, dated September 14, 2012, that forms a ~~vote~~part of the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Transactions and the other transactions contemplated by the Transaction Agreement, including information concerning the interests of directors, executive officers and affiliates of Eaton and Cooper’s ~~shareholders:~~in the Transactions.

~~Special~~Pursuant ~~Court~~to Rule 12g-~~Ordered~~3(c) ~~Meeting~~under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), New Eaton is the successor issuer to Eaton and to Cooper. New Eaton’s ordinary shares are deemed to be registered under Section 12(b) of the Exchange Act. New Eaton’s ordinary shares were approved for listing on the New York Stock Exchange (“NYSE”) and trade under the symbol “ETN.”

~~Proposal~~Eaton’s 1:common Toshares ~~approve~~(the “Eaton Common Shares”) were registered pursuant to Section 12(b) of the ~~scheme~~Exchange Act and listed on the NYSE and the Chicago Stock Exchange. Cooper’s ordinary shares (the “Cooper Ordinary Shares”) were registered pursuant to Section 12(b) of ~~arrangement~~the Exchange Act and listed on the NYSE. Both the Eaton Common Shares and the Cooper Ordinary Shares were delisted from the NYSE prior to the open of trading on December 3, 2012. The Eaton Common Shares were delisted from the Chicago Stock Exchange prior to the open of trading on December 3, 2012. Each of Eaton and Cooper expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the Eaton Common Shares and the Cooper Ordinary Shares, respectively.

~~Cooper~~The ~~shareholders~~foregoing ~~approved~~description of the ~~proposal~~Transaction Agreement and the Transactions is not complete and is qualified in its entirety by reference to the Transaction Agreement, which was included as Exhibit 2.1 to Cooper’s Current Report on Form 8-K, filed with the ~~following~~SEC ~~voting~~on ~~results~~May 24, ~~including~~2012, and Amendment No. 1 to the ~~percentage~~Transaction Agreement, which was included in Exhibit 2.2 of Cooper’s ~~votes~~Quarterly ~~cast~~Report on Form 10-Q for the quarterly period ended June 30, 2012 filed with the SEC on August 8, 2012, and ~~against~~Amendment No. 2 to the ~~proposal:~~Transaction Agreement, which was included as Exhibit 2.1 to Cooper’s Current Report on Form 8-K filed with the SEC on October 19, 2012, and each of which are incorporated by reference herein.

For				Against				Abstain
108,642,916		99.45%		594,461		.55%		562,022

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

InPrior ~~addition~~to the Transactions, the Cooper Ordinary Shares were registered pursuant to Section 12(b) of the ~~2,699~~Exchange ~~record~~Act ~~shareholders~~and ~~voting~~listed on the NYSE ~~proposal,~~under 2the symbol “CBE.” As a result of the Transactions,~~483~~ ~~record~~each ~~shareholders~~Cooper Ordinary Share (other than those held by Eaton or 91any of its affiliates) was converted into the right to receive (i) $39.~~99%~~15 in cash and (ii) 0.77479 of a ~~voted~~New Eaton ordinary share. Accordingly, Cooper has requested that the NYSE file a Form 25 to withdraw the Cooper Ordinary Shares from listing and terminate the registration of the Cooper Ordinary Shares under Section 12(b) of the Exchange Act. Prior to the open of trading on the NYSE on December 3, 2012, trading in ~~favor~~Cooper Ordinary Shares was suspended by the NYSE. On or about December 13, 2012, Cooper expects to file a Form 15 with the SEC to terminate the registration of the Cooper Ordinary Shares under the ~~proposal~~Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act. The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.

~~Extraordinary~~Item 3.03. ~~General~~Material ~~Meeting~~Modification to Rights of Security Holders.

~~Proposal~~In 1:connection Towith ~~approve~~ the ~~scheme~~Transactions, ofon ~~arrangement~~November 30, ~~and~~2012, ~~authorize~~each ~~the~~Cooper ~~directors~~Ordinary ofShare ~~Cooper~~(other tothan ~~take~~those ~~all~~held ~~such~~by ~~actions~~Eaton asor ~~they~~any ~~consider~~of ~~necessary~~its oraffiliates) ~~appropriate~~was ~~for~~converted ~~carrying~~into the ~~scheme~~right to receive (i) $39.15 in cash and (ii) 0.77479 of ~~arrangement~~a New Eaton ordinary share. The information set forth in Item 2.01 is incorporated by reference into ~~effect~~ this Item 3.03.

~~Cooper~~Item 5.01. ~~shareholders~~Changes ~~approved~~in ~~the~~Control ~~proposal with the following voting results including the percentage~~ of ~~votes~~Registrant. ~~cost for and against the proposal:~~

For				Against				Abstain
108,980,764		99.46%		581,241		.54%		502,491

The information set forth in Item 2.01 is incorporated by reference into this Item 5.01.

~~Proposal~~Item 5.03. 2:Amendments Toto ~~approve~~Articles ~~the cancellation~~ of ~~any~~Incorporation ~~Cooper~~or ~~ordinary~~Bylaws; ~~shares~~Change in ~~issue~~Fiscal ~~prior to 10:00 p~~Year.~~m.,~~ ~~Irish time, on the day before the Irish High Court hearing to sanction the scheme.~~

~~Cooper~~On ~~shareholders~~November 30, ~~approved~~2012, ~~the proposal~~in connection with the ~~following~~consummation ~~voting~~of ~~results~~the ~~including~~Transactions, ~~the~~Cooper ~~percentage~~amended and restated its Memorandum and Articles of ~~votes~~Association. ~~cast~~The ~~for~~amended and ~~against~~restated ~~the~~Memorandum ~~proposal:~~and Articles of Association of Cooper are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

For				Against				Abstain
108,882,896		99.45%		592,644		.55%		588,956

Proposal 3: To authorize the directors of Cooper to allot and issue new Cooper shares, fully paid up, to New Eaton in connection with effecting the scheme.

Cooper shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For				Against				Abstain
108,909,358		99.46%		587,002		.54%		568,136

Proposal 4: To amend the articles of association of Cooper so that any ordinary shares of Cooper that are issued at or after 10:00 p.m., Irish time, on the last business day before the scheme becomes effective are acquired by New Eaton for the scheme consideration.

Cooper shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For				Against				Abstain
108,910,655		99.47%		575,556		.53%		578,285

Proposal 5: To approve the reduction of the share premium of New Eaton resulting from (i) the issuance of New Eaton shares pursuant to the scheme and (ii) a subscription for New Eaton shares by Eaton Sub prior to the merger, in order to create distributable reserves of New Eaton.

Cooper shareholders approved the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For				Against				Abstain
108,957,679		99.49%		554,610		.51%		552,207

Proposal 6: To approve, on a non-binding advisory basis, specified compensatory arrangements between Cooper and its named executive officers relating to the transaction.

Cooper shareholders did not approve the proposal with the following voting results including the percentage of votes cast for and against the proposal:

For				Against				Abstain
43,390,009		40.67%		63,284,396		59.33%		3,390,091

Proposal 7: To adjourn the Cooper extraordinary general meeting, or any adjournments thereof, to solicit additional proxies if there are insufficient proxies at the time of the extraordinary general meeting to approve the scheme of arrangement or resolutions 2 through 6.

Proposal 7 was not voted upon at the meeting because there were sufficient proxies at the time of the extraordinary general meeting voting in favor of all the proposals necessary to approve and implement the scheme of arrangement.

Item 8.01. Other Events.

On October 26, 2012, Cooper and Eaton issued a joint press release announcing the results of their respective special meetings of shareholders. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) List of Exhibits

99.1 Joint Press Release, dated October 26, 2012.


EXHIBIT NO.		DESCRIPTION

2.1		Transaction Agreement, dated as of May 21, 2012, by and among Eaton Corporation, Cooper Industries plc, Abeiron Limited, Comdell Limited, Turlock B.V. and Turlock Corporation (incorporated by reference to Exhibit 2.1 of Cooper Industries plc’s Current Report on Form 8-K filed May 24, 2012)

2.2		Amendment No. 1 to the Transaction Agreement, dated June 22, 2012 (incorporated by reference to Exhibit 2.2 of Cooper Industries plc’s Quarterly Report for the quarterly period ended June 30, 2012 filed August 8, 2012)

2.3		Amendment No. 2 to the Transaction Agreement, dated October 19, 2012 (incorporated by reference to Exhibit 2.1 of Cooper Industries plc’s Current Report on Form 8-K filed October 19, 2012)

3.1		Memorandum and Articles of Association of Cooper Industries plc

~~Forward-Looking~~SIGNATURES ~~Statements~~

This communication may contain forward-looking statements concerning the Transaction, our long-term credit rating and our revenues and operating earnings. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Cooper, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These statements should be used with caution. They are subject to various risks and uncertainties, many of which are outside of our control. Factors that could cause actual results to differ materially from those in the forward-looking statements include adverse regulatory decisions; failure to satisfy other closing conditions with respect to the Transaction; the risks that the new businesses will not be integrated successfully or that we will not realize estimated cost savings and synergies; unanticipated changes in the markets for our business segments; unanticipated downturns in business relationships with customers or their purchases from Cooper; competitive pressures on our sales and pricing; increases in the cost of material, energy and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; new laws and governmental regulations, including changes in tax laws, tax treaties or tax regulations. We do not assume any obligation to update these forward-looking statements.

Statement Required By The Takeover Rules

The directors of Cooper accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors of Cooper (who have taken all reasonable care to ensure that such is the case), the information contained in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information.

Persons interested in 1% or more of any relevant securities in Eaton or Cooper may from the date of this communication have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).

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.

~~Dated~~COOPER INDUSTRIES PLC By: ~~October 26,~~/s/ ~~2012~~R. H. Fearon Name: R. H. Fearon Title: Vice President & CFO

~~COOPER INDUSTRIES PLC By~~Date: ~~/s/~~December 4, ~~TERRANCE~~2012 ~~V. HELZ Name: Terrance V. Helz Title: Associate General Counsel and Secretary~~

~~EXHIBIT~~Index ~~INDEX~~of Exhibits

EXHIBIT NO.		DESCRIPTION
99.1		Joint Press Release, dated October 26, 2012.
2.1		Transaction Agreement, dated as of May 21, 2012, by and among Eaton Corporation, Cooper Industries plc, Abeiron Limited, Comdell Limited, Turlock B.V. and Turlock Corporation (incorporated by reference to Exhibit 2.1 of Cooper Industries plc’s Current Report on Form 8-K filed May 24, 2012)
2.2		Amendment No. 1 to the Transaction Agreement, dated June 22, 2012 (incorporated by reference to Exhibit 2.2 of Cooper Industries plc’s Quarterly Report for the quarterly period ended June 30, 2012 filed August 8, 2012)
2.3		Amendment No. 2 to the Transaction Agreement, dated October 19, 2012 (incorporated by reference to Exhibit 2.1 of Cooper Industries plc’s Current Report on Form 8-K filed October 19, 2012)
3.1		Memorandum and Articles of Association of Cooper Industries plc

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