Current Report Filing (8-k)
February 27 2018 - 5:35PM
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): February 27, 2018
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
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification number)
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43 London Wall, London, EC2M 5TF United Kingdom
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code:
44-207-347-8925
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 ☐
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 5.02
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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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(b) Pentair plc (the Company) previously announced its intention to separate into two independent,
publicly-traded companies (the Separation). On February 27, 2018, each of Jerry W. Burris, Edward P. Garden, David H.Y. Ho, Randall J. Hogan, Ronald L. Merriman and William T. Monahan provided notice of their resignation as
directors of the Company, in each case subject to, conditioned upon and effective as of, the completion of the Separation. Messrs. Burris, Ho, Hogan, Merriman and Monahan will join the board of directors of nVent Electric plc upon completion of the
Separation. Also on February 27, 2018, Carol Anthony (John) Davidson provided notice of his retirement as a director of the Company effective as of the earlier of the completion of the Separation or the conclusion of the 2018 Annual General
Meeting of Shareholders.
(d) On February 27, 2018, the Board of Directors of the Company approved the
appointment of Theodore L. Harris, Matthew H. Peltz, Michael T. Speetzen and John L. Stauch as directors of the Company, in each case subject to, conditioned upon and effective as of, the completion of the Separation. Upon completion of the
Separation, Messrs. Harris and Speetzen will serve as members of the Audit and Finance Committee and Mr. Peltz will serve as a member of the Compensation Committee and the Governance Committee.
Messrs. Harris, Peltz and Speetzen will participate in the Companys standard
non-employee
director compensation arrangements described under Director Compensation in the Companys preliminary proxy statement filed with the U.S. Securities and Exchange Commission on February 27, 2018. Mr. Stauch, as the
Companys Chief Executive Officer after the Separation, will not receive separate compensation for his service as a director. In connection with their appointment, Messrs. Harris, Peltz, Speetzen and Stauch will enter 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
filed with the SEC on June 3, 2014 and are incorporated herein by reference.
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 February 27, 2018.
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PENTAIR PLC
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Registrant
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By:
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/s/ Angela D. Jilek
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Angela D. Jilek
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Senior Vice President, General Counsel and Secretary
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