ITEM 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As a result of the shareholders of Pentair plc (the Company) approving at the Companys 2016 annual general meeting of shareholders on
May 10, 2016 an amendment to the Companys Articles of Association to increase the maximum number of directors of the Company from eleven to twelve (the Amendment Resolution), Ed Garden, Chief Investment Officer and a Founding
Partner of Trian Fund Management, L.P. (Trian), was appointed as a director of the Company and as a member of the Compensation Committee and the Governance Committee of the board of directors of the Company immediately following the
meeting. Trian is one of the Companys largest shareholders. Mr. Garden was appointed as director of the Company pursuant to the terms of a letter agreement, dated September 7, 2015, among the Company, Trian, and Mr. Garden,
Matthew Peltz and Brian Baldwin, each of whom is a partner of Trian, a copy of which is filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on September 8, 2015 and is incorporated herein by reference.
Pursuant to the letter agreement, Mr. Garden has been attending and participating in all board of directors and Compensation Committee meetings in a non-voting participant capacity since September 2015.
Mr. Garden will participate in the Companys standard non-employee director compensation arrangements described under Director
Compensation in the Companys definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2016. In connection with his appointment, Mr. Garden has entered into a Deed of Indemnification with the
Company, as well as an Indemnification Agreement with Pentair Management Company, a subsidiary of the Company, the forms of which were filed as Exhibits 10.15 and 10.16, respectively, to the Companys Current Report on Form 8-K dated
June 3, 2014 and are incorporated herein by reference.
ITEM 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company held its 2016 annual general meeting
of shareholders on May 10, 2016. There were 180,689,113 ordinary shares issued and outstanding at the close of business on March 7, 2016 and entitled to vote at the annual general meeting. A total of 166,029,196 ordinary shares
(91.88%) 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 2017 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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151,750,176
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1,529,109
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1,330,082
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11,419,829
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Jerry W. Burris
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152,758,695
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568,929
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1,281,743
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11,419,829
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Carol Anthony (John) Davidson
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150,837,221
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2,512,846
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1,259,300
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11,419,829
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Jacques Esculier
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152,728,643
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542,745
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1,337,979
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11,419,829
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T. Michael Glenn
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152,524,541
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833,190
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1,251,636
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11,419,829
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David H. Y. Ho
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152,834,298
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479,024
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1,296,045
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11,419,829
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Randall J. Hogan
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148,816,216
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4,461,700
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1,331,451
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11,419,829
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David A. Jones
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151,463,671
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1,853,836
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1,291,860
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11,419,829
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Ronald L. Merriman
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150,924,359
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2,466,507
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1,218,501
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11,419,829
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William T. Monahan
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152,154,537
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1,243,513
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1,211,317
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11,419,829
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Billie I. Williamson
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151,487,863
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1,819,088
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1,302,416
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11,419,829
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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
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110,586,014
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43,419,544
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603,809
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11,419,829
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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, 2016 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
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163,532,103
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1,032,538
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1,464,555
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Proposal 4. 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:
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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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163,675,999
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1,612,882
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740,315
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Proposal 5. Amend the Companys Articles of Association to Increase the Maximum Number of Directors from Eleven
to Twelve
To amend the Companys Articles of Association to increase the maximum number of directors from eleven to twelve. 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
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161,082,424
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4,430,489
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516,283
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Proposal 6. Amend the Companys (A) Articles of Association to Make Certain Administrative Amendments and
(B) Memorandum of Association to Make Certain Administrative Amendments
(A) To amend the Companys Articles of Association to make certain
administrative amendments. 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
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153,311,589
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741,188
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556,590
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11,419,829
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(B) To amend the Companys Memorandum of Association to make certain administrative amendments. 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
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153,342,329
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739,049
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527,989
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11,419,829
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