Additional Proxy Soliciting Materials (definitive) (defa14a)
March 25 2016 - 8:32AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the
Registrant
x
Filed by
a Party other than the Registrant
¨
Check the appropriate box:
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¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Pentair
plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 10, 2016.
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PENTAIR PLC
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Meeting Information
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Meeting Type:
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Annual General Meeting
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For holders as of:
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March 7, 2016
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Date:
May 10, 2016
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Time:
8:00 AM Local Time
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Location:
Four Seasons Hotel
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Hamilton Place, Park Lane
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London, England
W1J7DR
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You are receiving this communication because you hold shares in the company named above.
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PENTAIR PLC
C/O BROADRIDGE
51 MERCEDES WAY
EDGEWOOD, NY 11717
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials
online at
www.proxyvote.co
m
or easily request a paper copy (see reverse side).
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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1. Annual
Report 2. Notice of Annual General Meeting 3. Proxy Statement 4. Irish Financial Statements and Related Reports
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please
choose one of the following methods to make your request:
1)
BY INTERNET
: www.proxyvote.com
2)
BY TELEPHONE
: 1-800-579-1639
3)
BY E-MAIL*
: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to
this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 26, 2016 to facilitate timely delivery.
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Please Choose One of the Following Voting Methods
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Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
Vote by Telephone:
To vote by telephone, go to
www.proxyvote.com
. Have the information that is printed in the box marked by
the arrow
(located on the following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Vote In Person:
You are entitled to appoint a proxy or proxies
to attend, speak and vote at the meeting on your behalf. This proxy does not have to be a shareholder. If you wish to appoint a proxy other than Randall J. Hogan, John L. Stauch and Angela D. Jilek, please contact the Corporate Secretary. At the
meeting, you will need to request a ballot to vote your shares. For directions to the meeting, visit
www.fourseasons.com/london/destination/directions_and_maps/.
Unless you plan to attend the meeting, you must submit your instructions or return your proxy by 3:00 a.m., Eastern Daylight Time, on May
8, 2016.
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Voting Items
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The Board of Directors recommends you vote
FOR the following director nominees.
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1. Election of Directors
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The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5, 6A and 6B. Proposals 1, 2, 3 and 5 are ordinary resolutions. Proposals 4, 6A and 6B are special resolutions.
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1a. Glynis A. Bryan
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1b. Jerry W. Burris
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2. To approve, by non-binding advisory vote, the compensation of the named executive
officers.
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1c. Carol Anthony (John) Davidson
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3. To ratify, by non-binding advisory vote, the appointment of Deloitte & Touche LLP as
the independent auditors of Pentair plc and to authorize, by binding vote, the Audit and Finance Committee to set the auditors’ remuneration.
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1d. Jacques Esculier
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1e. T. Michael Glenn
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4. To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares
under Irish law.
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1f. David H.Y. Ho
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5. To amend Pentair plc’s Articles of Association to increase the maximum number of directors from
eleven to twelve.
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1g. Randall J. Hogan
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6A. To amend Pentair plc’s Articles of Association to make certain administrative amendments.
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1h. David A. Jones
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6B. To amend Pentair plc’s Memorandum of Association to make certain administrative amendments.
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1i. Ronald L. Merriman
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1j. William T. Monahan
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1k. Billie Ida Williamson
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