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8-KThe WireRoutine

Shareholder Vote

Filed May 6, 2025 · 1y ago · Accession 0000077360-25-000023

Plain English

Material event — a significant development the company must disclose promptly.

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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): May 6, 2025 Pentair plc (Exact name of Registrant as specified in its charter) Ireland 001-11625 98-1141328 (State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. Employer Identification No.) Regal House , 70 London Road , Twickenham, London , TW13QS United Kingdom (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 44 - 74 - 9421-6154 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Ordinary Shares, nominal value $0.01 per share PNR New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2). ☐ 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 5.07     Submission of Matters to a Vote of Security Holders. Pentair plc (the “Company”) held its 2025 annual general meeting of shareholders on May 6, 2025. There were 164,969,675 ordinary shares issued and outstanding at the close of business on March 7, 2025 and entitled to vote at the annual general meeting. A total of 142,520,625 ordinary shares (86.39%) 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 ten director nominees for one-year terms expiring at the 2026 annual general meeting of shareholders. Each nominee for director was re-elected by a vote of the shareholders as follows: Nominees      Votes For Votes Against Abstentions Broker Non-Votes Mona Abutaleb Stephenson 132,809,766 879,207 163,494 8,668,158 Melissa Barra 132,816,944 871,728 163,795 8,668,158 Tracey C. Doi 132,823,518 862,841 166,108 8,668,158 T. Michael Glenn 117,385,145 16,299,422 167,900 8,668,158 Theodore L. Harris 130,278,234 3,404,703 169,530 8,668,158 David A. Jones 120,179,213 13,512,836 160,418 8,668,158 Gregory E. Knight 132,709,428 974,087 168,952 8,668,158 Michael T. Speetzen 128,489,296 5,194,699 168,472 8,668,158 John L. Stauch 131,211,697 2,485,533 155,237 8,668,158 Billie I. Williamson 126,306,550 7,379,364 166,553 8,668,158 Proposal 2. — Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers To approve, by nonbinding, advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved by a nonbinding, advisory vote of the shareholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 111,723,864 21,927,280 201,323 8,668,158 Proposal 3. — Ratify, by Nonbinding, Advisory Vote, the Appointment o f Deloitte & Touche LLP as the Independent Auditor of the Company and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration To ratify, by nonbinding, advisory vote, the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the year ending December 31, 2025 and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditor’s remuneration. The proposal was approved by a vote of the shareholders as follows: Votes For Votes Against Abstentions 125,444,842 16,962,415 113,368 Proposal 4. — Authorize the Board of Directors to Allot New Shares Under Irish Law To authorize t he Board of Directors to allot new shares under Irish law . The proposal was approved by a vote of the shareholders as follows: Votes For Votes Against Abstentions 139,384,561 2,892,825 243,239 Proposal 5. — Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights Under Irish Law To authorize the Board of Directors to opt-out of statutory preemption rights under Irish law. The proposal was approved by a vote of the shareholders as follows: Votes For Votes Against Abstentions 125,352,198 16,906,063 262,364 Proposal 6. — Authorize the Price Range at Which the Company Can Re-Allot Shares It Holds as Treasury Shares Under Irish Law To authorize t he 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 Votes Against Abstentions 141,518,889 748,106 253,630 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 May 6, 2025. PENTAIR PLC Registrant By: /s/ Karla C. Robertson                     Karla C. Robertson Executive Vice President, Chief Sustainability Officer, General Counsel and Secretary
Filing details
Ticker
PNR
CIK
77360
Form type
8-K
Filing date
May 6, 2025
Report date
May 6, 2025
Document
pnr-20250506.htm
Size
593 KB