Current Report Filing (8-k)
May 05 2015 - 4:58PM
Edgar (US Regulatory)
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 5, 2015
Commission file number 001-11625
Pentair plc
(Exact name of Registrant as specified in its charter)
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Ireland |
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98-1141328 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification number) |
P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU United Kingdom
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: +44-161-703-1885
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)) |
ITEM 5.07 |
Submission of Matters to a Vote of Security Holders. |
Pentair plc (the Company) held its
2015 annual general meeting of shareholders on May 5, 2015. There were 179,773,760 ordinary shares issued and outstanding at the close of business on March 6, 2015 and entitled to vote at the annual general meeting. A total of 157,387,601
ordinary shares (87.54%) 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-Election of Eleven Director Nominees
To re-elect eleven director nominees for one-year terms expiring at the 2016 annual general meeting of shareholders. Each nominee for director was re-elected
by a vote of the shareholders as follows:
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Nominees |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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Glynis A. Bryan |
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143,977,842 |
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1,212,799 |
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373,727 |
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11,823,233 |
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Jerry W. Burris |
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144,764,858 |
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406,974 |
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392,536 |
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11,823,233 |
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Carol Anthony (John) Davidson |
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144,329,661 |
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847,637 |
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387,070 |
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11,823,233 |
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Jacques Esculier |
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144,666,832 |
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497,982 |
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399,554 |
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11,823,233 |
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T. Michael Glenn |
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144,603,887 |
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572,887 |
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387,594 |
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11,823,233 |
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David H. Y. Ho |
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144,641,630 |
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529,053 |
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393,685 |
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11,823,233 |
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Randall J. Hogan |
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140,271,262 |
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4,656,645 |
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636,461 |
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11,823,233 |
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David A. Jones |
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144,240,858 |
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927,601 |
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395,909 |
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11,823,233 |
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Ronald L. Merriman |
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142,604,382 |
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2,596,197 |
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363,789 |
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11,823,233 |
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William T. Monahan |
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144,232,701 |
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960,301 |
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371,366 |
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11,823,233 |
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Billie I. Williamson |
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144,697,719 |
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468,803 |
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397,846 |
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11,823,233 |
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Proposal 2. Non-Binding Advisory Vote to Approve the Compensation of the Named Executive Officers
To approve, by non-binding advisory vote, the compensation of the Companys named executive officers. The compensation of the Companys named
executive officers was approved, by non-binding advisory vote, by shareholders as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
132,444,776 |
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12,267,396 |
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852,196 |
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11,823,233 |
Proposal 3. Ratification, by Non-Binding Advisory Vote, of the Appointment of Deloitte & Touche LLP as the
Independent Auditors of the Company and Authorization, by Binding Vote, of the Audit and Finance Committee to Set the Auditors Remuneration
To
ratify, by non-binding advisory vote, the appointment of Deloitte & Touche LLP as the Companys independent auditors for the year ending December 31, 2015 and to authorize, by binding vote, the Audit and Finance Committee of the
Board of Directors to set the independent auditors remuneration. The proposal was approved by a vote of the shareholders as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
155,575,665 |
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1,296,786 |
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515,150 |
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0 |
Proposal 4. Authorize Holding the 2016 Annual General Meeting of Shareholders of the Company at a Location Outside
of Ireland
To authorize holding the 2016 Annual General Meeting of Shareholders of the Company at a location outside of Ireland. The proposal was
approved by a vote of the shareholders as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
156,011,051 |
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599,844 |
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776,706 |
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0 |
Proposal 5. Authorize the Price Range at Which the Company Can Reissue Shares It Holds as Treasury
Shares Under Irish Law
To authorize the price range at which the Company can reissue shares it holds as treasury shares under Irish law. The proposal
was approved by a vote of the shareholders as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
155,646,569 |
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673,372 |
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1,067,660 |
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0 |
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 5, 2015.
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PENTAIR PLC |
Registrant |
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By: |
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/s/ Angela D. Lageson |
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Angela D. Lageson |
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Senior Vice President, General Counsel and Secretary |
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