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8-KThe WireRoutine

Shareholder Vote

Filed May 17, 2022 · 4y ago · Accession 0000077360-22-000017

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 17, 2022 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 2022 annual general meeting of shareholders on May 17, 2022. There were 165,399,674 ordinary shares issued and outstanding at the close of business on March 18, 2022 and entitled to vote at the annual general meeting. A total of 145,588,548 ordinary shares (88.02%) 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 ten director nominees for one-year terms expiring at the 2023 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 136,144,547 1,310,972 100,317 8,032,712 Melissa Barra 136,642,492 814,059 99,285 8,032,712 Glynis A. Bryan 126,228,552 11,227,954 99,330 8,032,712 T. Michael Glenn 123,835,181 13,616,050 104,605 8,032,712 Theodore L. Harris 135,293,330 2,160,088 102,418 8,032,712 David A. Jones 130,629,285 6,823,753 102,798 8,032,712 Gregory E. Knight 136,110,453 1,342,402 102,981 8,032,712 Michael T. Speetzen 136,088,058 1,305,679 162,099 8,032,712 John L. Stauch 134,809,057 2,643,623 103,156 8,032,712 Billie I. Williamson 133,789,087 3,665,977 100,772 8,032,712 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 129,435,467 7,942,459 177,910 8,032,712 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, 2022 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 135,529,678 9,923,857 135,013 Proposal 4. — 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 143,148,496 2,210,109 229,943 Proposal 5. — 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 143,905,216 1,454,939 228,393 Proposal 6. — 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 144,480,899 517,776 589,873 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 17, 2022. 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 17, 2022
Report date
May 17, 2022
Document
pnr-20220517.htm
Size
267 KB
PNR 8-K (May 17, 2022) — FilingIndex