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8-KThe WireRoutine

Shareholder Vote

Filed May 4, 2021 · 5y ago · Accession 0000077360-21-000014

Plain English

Material event — a significant development the company must disclose promptly.

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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): May 4, 2021 Pentair plc (Exact name of Registrant as specified in its charter)   Ireland 001-11625 98-1141328 (State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. Employer Identification No.) Regal House , 70 London Road , Twickenham, London , TW13QS United Kingdom (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 44 - 74 - 9421-6154   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(s) Name of each exchange on which registered Ordinary Shares, nominal value $0.01 per share PNR 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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (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. ☐ ITEM 5.07      Submission of Matters to a Vote of Security Holders. Pentair plc (the “Company”) held its 2021 annual general meeting of shareholders on May 4, 2021. There were 166,172,103 ordinary shares issued and outstanding at the close of business on March 5, 2021 and entitled to vote at the annual general meeting. A total of 143,340,215 ordinary shares (86.26%) were represented at the annual general meeting. The items voted upon at the annual general meeting and the results of the vote on each proposal were as follows: Proposal 1. — Re-Elect Director Nominees To re-elect nine director nominees for one-year terms expiring at the 2022 annual general meeting of shareholders. Each nominee for director was re-elected by a vote of the shareholders as follows: Nominees Votes For Votes Against Abstentions Broker Non-Votes Mona Abutaleb Stephenson 135,630,608 370,964 188,198 7,150,445 Glynis A. Bryan 121,458,232 6,964,007 7,767,531 7,150,445 T. Michael Glenn 131,178,095 4,904,042 107,633 7,150,445 Theodore L. Harris 134,613,229 1,387,705 188,836 7,150,445 David A. Jones 130,919,981 5,014,659 255,130 7,150,445 Gregory E. Knight 135,802,712 234,272 152,786 7,150,445 Michael T. Speetzen 135,745,858 207,093 236,819 7,150,445 John L. Stauch 134,240,867 1,763,260 185,643 7,150,445 Billie I. Williamson 128,546,031 7,458,167 185,572 7,150,445 Proposal 2. — Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers To approve, by nonbinding, advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved by a nonbinding, advisory vote of the shareholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 123,260,565 12,352,604 576,601 7,150,445 Proposal 3. — Ratify, by Nonbinding, Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor of the Company and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration To ratify, by nonbinding, advisory vote, the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the year ending December 31, 2021 and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditor’s remuneration. The proposal was approved by a vote of the shareholders as follows: Votes For Votes Against Abstentions 132,099,727 11,120,383 120,105 Proposal 4. — Approve the Pentair plc Employee Stock Purchase and Bonus Plan, as Amended and Restated To approve the Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated. The proposal was approved by a vote of the shareholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 135,378,785 661,420 149,565 7,150,445 Proposal 5. — Authorize the Board of Directors to Allot New Shares Under Irish Law To authorize the Board of Directors to allot new shares under Irish law. The proposal was approved by a vote of the shareholders as follows: Votes For Votes Against Abstentions 139,938,418 3,205,428 196,369 Proposal 6. — Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights Under Irish Law To authorize the Board of Directors to opt-out of statutory preemption rights under Irish law. The proposal was approved by a vote of the shareholders as follows: Votes For Votes Against Abstentions 140,590,913 2,386,719 362,583 Proposal 7. — Authorize the Price Range at Which the Company Can Re-Allot Shares It Holds as Treasury Shares Under Irish Law To authorize the price range at which the Company can re-allot shares it holds as treasury shares under Irish law. The proposal was approved by a vote of the shareholders as follows: Votes For Votes Against Abstentions 141,575,267 1,156,491 608,457 ITEM 9.01    Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Shell Company Transactions Not applicable. (d) Exhibits EXHIBIT INDEX Exhibit Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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, thereunto duly authorized, on May 4, 2021. PENTAIR PLC Registrant By: /s/ Karla C. Robertson Karla C. Robertson Executive Vice President, General Counsel, Secretary and Chief Social Responsibility Officer
Filing details
Ticker
PNR
CIK
77360
Form type
8-K
Filing date
May 4, 2021
Report date
May 4, 2021
Document
pnr-20210504.htm
Size
274 KB