UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K/A
(Amendment No. 1)
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 9, 2017
Commission file number001-11625
Pentair plc
(Exact name of Registrant as specified in its charter)
| | |
| Ireland | | 98-1141328 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification number) |
43 London Wall, London, EC2M 5TF United Kingdom
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code:44-207-347-8925
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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. ☐
The undersigned registrant hereby amends Item 5.07 of the registrant’s Current Report on Form8-K, dated May 9, 2017 (the “Original Report”), to read in its entirety as set forth below for the purpose of disclosing the decision of Pentair plc (the “Company”) regarding the frequency of shareholder votes on the compensation of executives in light of the advisory vote on this subject at its 2017 annual general meeting of shareholders.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2017 annual general meeting of shareholders on May 9, 2017. There were 182,031,887 ordinary shares issued and outstanding at the close of business on March 6, 2017 and entitled to vote at the annual general meeting. A total of 160,448,406 ordinary shares (88.14%) 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
Tore-elect twelve director nominees forone-year terms expiring at the 2018 annual general meeting of shareholders. Each nominee for director wasre-elected by a vote of the shareholders as follows:
| | | | | | | | | | | | | | | | |
Nominees | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
Glynis A. Bryan | | | 145,173,246 | | | | 3,722,958 | | | | 272,249 | | | | 11,279,953 | |
Jerry W. Burris | | | 147,025,706 | | | | 1,908,478 | | | | 234,269 | | | | 11,279,953 | |
Carol Anthony (John) Davidson | | | 145,666,818 | | | | 3,252,356 | | | | 249,279 | | | | 11,279,953 | |
Jacques Esculier | | | 148,013,815 | | | | 821,614 | | | | 333,024 | | | | 11,279,953 | |
Edward P. Garden | | | 147,207,460 | | | | 1,723,148 | | | | 237,845 | | | | 11,279,953 | |
T. Michael Glenn | | | 146,243,703 | | | | 2,690,992 | | | | 233,758 | | | | 11,279,953 | |
David H. Y. Ho | | | 147,524,828 | | | | 1,321,898 | | | | 321,727 | | | | 11,279,953 | |
Randall J. Hogan | | | 143,444,919 | | | | 5,167,893 | | | | 555,641 | | | | 11,279,953 | |
David A. Jones | | | 145,116,271 | | | | 3,812,698 | | | | 239,484 | | | | 11,279,953 | |
Ronald L. Merriman | | | 145,203,402 | | | | 3,693,209 | | | | 271,842 | | | | 11,279,953 | |
William T. Monahan | | | 145,290,125 | | | | 3,643,057 | | | | 235,271 | | | | 11,279,953 | |
Billie I. Williamson | | | 148,220,633 | | | | 707,027 | | | | 240,793 | | | | 11,279,953 | |
Proposal 2. — Approve, byNon-Binding Advisory Vote, the Compensation of the Named Executive Officers
To approve, bynon-binding advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved, bynon-binding advisory vote, by shareholders as follows:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | BrokerNon-Votes |
112,697,393 | | 35,175,191 | | 1,295,869 | | 11,279,953 |
Proposal 3. —Non-Binding Advisory Vote on Frequency of Future Advisory Votes on Compensation of Named Executive Officers
To recommend, bynon-binding advisory vote, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The frequency of future advisory votes on the compensation of the Company’s named executive officers was recommended, bynon-binding advisory vote, by shareholders as follows:
| | | | | | | | |
1 Year | | 2 Years | | 3 Years | | Abstentions | | BrokerNon-Votes |
136,173,683 | | 286,526 | | 12,143,633 | | 564,611 | | 11,279,953 |
In light of the results of this vote and other factors, the board of directors of the Company, on September 19, 2017, approved including anon-binding shareholder advisory vote on the compensation of the Company’s named executive officers in the Company’s proxy materials on an annual basis until the next time the Company must include in its proxy materials anon-binding shareholder advisory vote on how frequently shareholders will vote, on anon-binding, advisory basis, to approve the compensation of the Company’s named executive officers, which would be at the Company’s 2023 annual general meeting of shareholders.
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Proposal 4. — Ratify, byNon-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditors of the Company and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditors’ Remuneration
To ratify, bynon-binding advisory vote, the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2017 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:
| | | | |
Votes For | | Votes Against | | Abstentions |
157,124,236 | | 2,345,561 | | 978,609 |
Proposal 5. — Authorize the Price Range at Which the Company CanRe-allot Shares It Holds as Treasury Shares Under Irish Law
To authorize the price range at which the Company canre-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 |
158,155,546 | | 1,454,069 | | 838,791 |
Proposal 6. — Approve Amendments to the Company’s Articles of Association to Implement Proxy Access
To amend the Company’s Articles of Association to implement proxy access. The proposal was approved by a vote of the shareholders as follows:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
146,714,628 | | 1,846,989 | | 606,836 | | 11,279,953 |
A copy of the Amended and Restated Memorandum and Articles of Association of the Company is filed as Exhibit 3.1 to this Current Report on Form8-K and is incorporated by reference herein.
| ITEM 9.01 | Financial Statements and Exhibits. |
| | (a) | Financial Statements of Businesses Acquired |
Not applicable.
| | (b) | Pro Forma Financial Information |
Not applicable.
| | (c) | Shell Company Transactions |
Not applicable.
The following exhibit is being filed herewith:
PENTAIR PLC
Exhibit Index to Current Report on Form8-K
Dated May 9, 2017
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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 September 19, 2017.
| | |
| PENTAIR PLC |
| Registrant |
| |
| By: | | /s/ Angela D. Jilek |
| | Angela D. Jilek |
| | Senior Vice President, General Counsel and Secretary |
