Trane Technologies 8-K 2023-06-01

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 1, 2023

____________________________________________

TRANE TECHNOLOGIES PLC

(Exact name of registrant as specified in its charter)

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Ireland			001-34400			98-0626632
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

170/175 Lakeview Drive

Airside Business Park

Swords Co. Dublin

Ireland

(Address of principal executive offices, including zip code)

+(353)(0)18707400

(Registrant’s phone 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))

☐ 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
Ordinary Shares, Par Value $1.00 per Share						TT						New York Stock Exchange
5.250% Senior Notes due 2033						TT33						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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):

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. o

Item 5.07.			Submission of Matters to a Vote of Security Holders

At the 2023 Annual General Meeting, the Company’s shareholders:

1.Elected all eleven of the Company’s nominees for director;

2.Provided advisory approval on the frequency of the advisory vote on the compensation of the Company’s named executive officers;

3.Provided advisory approval of the compensation of the Company’s named executive officers;

4.Approved the appointment of PriceWaterhouseCoopers to serve as the Company’s independent auditors for the fiscal year ending December 31, 2023, and authorized the Audit Committee to set the auditors’ remuneration;

5.Approved the renewal of the Directors’ existing authority to issue shares;

6.Approved the renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders; and

7.Approved the determination of the price range at which the Company can reissue shares that it holds as treasury shares.

Proposals 1(a)-(l). Election of eleven (11) directors to hold office until the Company’s next Annual General Meeting of Shareholders:

			Nominees			For			Against			Abstain			Broker Non-Vote
(a)			Kirk E. Arnold			185,570,368			5,618,069			567,937			13,239,087
(b)			Ann C. Berzin			176,737,903			14,451,239			567,232			13,239,087
(c)			April Miller Boise			185,863,936			5,323,542			568,896			13,239,087
(d)			Gary D. Forsee			171,207,318			19,980,548			568,508			13,239,087
(e)			Mark R. George			189,039,659			2,185,616			531,099			13,239,087
(f)			John A. Hayes			189,175,057			2,047,645			533,672			13,239,087
(g)			Linda P. Hudson			164,999,961			25,499,227			1,257,186			13,239,087
(h)			Myles P. Lee			185,814,754			5,278,469			663,151			13,239,087
(i)			David S. Regnery			171,419,345			19,174,583			1,162,446			13,239,087
(j)			Melissa N. Schaeffer			190,221,074			928,388			606,912			13,239,087
(k)			John P. Surma			172,649,117			18,549,276			557,981			13,239,087

Proposal 2. Advisory approval on the frequency of advisory vote on the compensation of the Company’s named executive officers:

1 Year									2 Years						3 Years												Abstain
188,048,584									579,081						2,706,779												421,930

Proposal 3. Advisory approval of the compensation of the Company’s named executive officers:

For									Against						Abstain												Broker Non Vote
174,059,638									16,714,393						982,343												13,239,087

Proposal 4. Approval of the Appointment of Independent Auditors:

For									Against						Abstain												Broker Non Vote
180,887,887									23,668,220						439,354												0

Proposal 5. Approval of the Directors’ Existing Authority to Issue Shares:

For									Against						Abstain												Broker Non Vote
198,282,051									6,262,402						451,008												0

Proposal 6. Approval of the Directors’ Authority to Issue Shares for Cash:

For									Against						Abstain												Broker Non Vote
190,780,808									13,684,834						529,819												0

Proposal 7. Approved the determination of the price range at which the Company can reissue shares that it holds as treasury shares:

For									Against						Abstain												Broker Non Vote
200,689,962									3,191,391						1,114,108												0

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.

																		TRANE TECHNOLOGIES PLC (Registrant)
Date:									June 2, 2023									/s/ Evan M. Turtz
																		Evan M. Turtz, Senior Vice President, General Counsel and Secretary