Pentair plc (NYSE:PNR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
(b)Pentair plc (the “Company”) previously announced its intention to separate into two independent, publicly-traded companies (the “Separation”). On February27, 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 February27, 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 February27, 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 Company’s standard non-employee director compensation arrangements described under “Director Compensation” in the Company’s preliminary proxy statement filed with the U.S. Securities and Exchange Commission on February27, 2018. Mr.Stauch, as the Company’s 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 Company’s Current Report on Form 8-K filed with the SEC on June3, 2014 and are incorporated herein by reference.