filings.toolsIngersoll Rand 8-K 2024-06-13
Filed 2024-06-17. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON
Form 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 13, 2024
Ingersoll Rand Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-38095 | 46-2393770 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
525 Harbour Place Drive, Suite 600
Davidson, North Carolina 28036
(704) 655-4000
(Address, including zip code, of principal executive offices and 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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 | IR | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
On June 13, 2024, Ingersoll Rand Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 376,796,509 shares of the Company’s common stock, or approximately 93.37% of the 403,534,346 total shares of the Company’s common stock entitled to vote at the Annual Meeting, were present in person or by proxy. Below are the final voting results for the following three proposals submitted to the Company’s stockholders, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting, dated April 26, 2024, filed with the Securities and Exchange Commission (the “Proxy Statement”).
Proposal No. 1 - Election of Directors
The Company’s stockholders elected the persons listed below as directors for a term expiring at the Company’s 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified:
| Name | For Votes | Against Votes | Abstain Votes | Broker Non-Votes | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Vicente Reynal | 343,765,768 | 18,184,941 | 569,348 | 14,276,452 | ||||||||
| William P. Donnelly | 358,117,332 | 4,142,472 | 260,253 | 14,276,452 | ||||||||
| Kirk E. Arnold | 344,895,951 | 17,367,831 | 256,275 | 14,276,452 | ||||||||
| Gary D. Forsee | 361,471,824 | 786,405 | 261,828 | 14,276,452 | ||||||||
| Jennifer Hartsock | 361,075,252 | 1,189,933 | 254,872 | 14,276,452 | ||||||||
| John Humphrey | 357,760,435 | 4,478,491 | 281,131 | 14,276,452 | ||||||||
| Marc E. Jones | 358,151,974 | 4,109,919 | 258,164 | 14,276,452 | ||||||||
| Julie A. Schertell | 361,619,219 | 648,214 | 252,624 | 14,276,452 | ||||||||
| JoAnna A. Sohovich | 362,054,390 | 159,171 | 306,496 | 14,276,452 | ||||||||
| Mark P. Stevenson | 360,453,413 | 1,750,051 | 316,593 | 14,276,452 |
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024.
| For Votes | Against Votes | Abstain Votes | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| 369,162,724 | 7,172,506 | 461,279 | 0 |
Proposal No. 3 - Non-Binding Vote to Approve Executive Compensation
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.
| For Votes | Against Votes | Abstain Votes | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| 343,474,703 | 18,077,084 | 968,270 | 14,276,452 |
SIGNATURES
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.
| INGERSOLL RAND INC. | ||
|---|---|---|
| By: | /s/ Andrew Schiesl | |
| Name: Andrew Schiesl | ||
| Title: Senior Vice President, General Counsel, Chief | ||
| Compliance Officer, and Secretary | ||
| Date: June 17, 2024 |