Pentair plc (NYSE:PNR) Files An 8-K Submission of Matters to a Vote of Security Holders
ITEM5.07
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Submission of Matters to a Vote of Security Holders. |
The Company held its 2017 annual general meeting of shareholders
on May9, 2017. There were 182,031,887 ordinary shares issued and
outstanding at the close of business on March6, 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
To re-elect twelve director nominees for one-year terms expiring
at the 2018 annual general meeting of shareholders. Each nominee
for director was re-elected by a vote of the shareholders as
follows:
|
Nominees |
VotesFor | VotesAgainst | Abstentions | BrokerNon-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, by Non-Binding Advisory Vote, 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:
| VotesFor | VotesAgainst | 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, by non-binding advisory vote, the frequency of
future advisory votes on the compensation of the Companys named
executive officers. The frequency of future advisory votes on the
compensation of the Companys named executive officers was
recommended, by non-binding advisory vote, by shareholders as
follows:
| 1Year | 2Years | 3Years | Abstentions | BrokerNon-Votes | ||||||||||||||
| 136,173,683 | 286,526 | 12,143,633 | 564,611 | 11,279,953 |
Proposal 4. Ratify, by Non-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, by non-binding advisory vote, the appointment of
Deloitte Touche LLP as the Companys independent auditors for the
year ending December31, 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:
| VotesFor | VotesAgainst | Abstentions | ||||||||
| 157,124,236 | 2,345,561 | 978,609 |
Proposal 5. 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:
| Votes For | VotesAgainst | Abstentions | ||||||||
| 158,155,546 | 1,454,069 | 838,791 |
Proposal 6. Approve Amendments to the Companys Articles
of Association to Implement Proxy Access
To amend the Companys Articles of Association to implement proxy
access. The proposal was approved by a vote of the shareholders
as follows:
| Votes For | VotesAgainst | Abstentions | BrokerNon-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 Form 8-K and is incorporated by reference
herein.
| ITEM9.01 | 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.
| (d) | Exhibits |
The following exhibit is being filed herewith:
|
Exhibit |
Description |
|
| 3.1 |
Amended and Restated Memorandum and Articles of Association of Pentair plc. |
Pentair plc (NYSE:PNR) Recent Trading Information
Pentair plc (NYSE:PNR) closed its last trading session up +1.64 at 67.73 with 2,869,031 shares trading hands.
