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8-KThe WireRoutine

Shareholder Vote

Filed May 7, 2019 · 7y ago · Accession 0001104659-19-027496

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 7, 2019 Pentair plc (Exact name of registrant as specified in its charter) Ireland 001-11625 98-1141328 (State or other jurisdiction of incorporation) (Commission File Number) (IRS 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)) 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 o 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. ¨ 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 ITEM 5.07            Submission of Matters to a Vote of Security Holders. Pentair plc (the “Company”) held its 2019 annual general m eeting of shareholders on May 7, 2019. There were 171,671,320 ordinary shares issued and outstanding at the close of business on March 4, 2019 and entitled to vote at the annual general meeting. A total of 140,234,374 ordinary shares (81.69%) 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 eight director nominees for one-year terms expiring at the 2020 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 Glynis A. Bryan 124,182,458 4,778,321 387,602 10,885,993 Jacques Esculier 127,918,038 1,034,292 396,051 10,885,993 T. Michael Glenn 125,063,976 3,886,804 397,601 10,885,993 Theodore L. Harris 128,396,534 559,198 392,649 10,885,993 David A. Jones 125,024,198 3,929,444 394,739 10,885,993 Michael T. Speetzen 128,416,178 539,403 392,800 10,885,993 John L. Stauch 127,100,631 1,855,617 392,133 10,885,993 Billie I. Williamson 126,975,014 1,981,557 391,810 10,885,993 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 120,276,220 8,547,747 524,414 10,885,993 Proposal 3. — Ratify, by Nonbinding, Advisory Vote, the Appointment o f 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, 2019 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 134,463,575 5,316,415 454,384 Proposal 4. — Authorize the Board of Directors to Allot New Shares Under Irish Law To authorize t he 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 137,616,840 1,865,247 752,287 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 138,012,042 1,380,667 841,665 Proposal 6. — Authorize the Price Range at Which the Company Can Re-Allot Shares It Holds as Treasury Shares Under Irish Law To authorize t he 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 137,712,450 1,713,119 808,805 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, on May 7, 2019. PENTAIR PLC Registrant By: /s/ Karla C. Robertson Karla C. Robertson Executive Vice President, General Counsel and Secretary
Filing details
Ticker
PNR
CIK
77360
Form type
8-K
Filing date
May 7, 2019
Report date
May 7, 2019
Document
a19-9536_18k.htm
Size
72 KB