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EX-3.1 - EX-3.1 - PENTAIR plcd365501dex31.htm

 

 

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 9, 2017

Commission file number 001-11625

 

 

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 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))

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 5.07 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

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

   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, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers

To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved, by non-binding advisory vote, by shareholders as follows:

 

Votes For     Votes Against     Abstentions     Broker Non-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 Company’s named executive officers. The frequency of future advisory votes on the compensation of the Company’s named executive officers was recommended, by non-binding advisory vote, by shareholders as follows:

 

1 Year     2 Years     3 Years     Abstentions     Broker Non-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 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 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     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 Form 8-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.

 

  (d) Exhibits

The following exhibit is being filed herewith:

 

Exhibit

  

Description

3.1    Amended and Restated Memorandum and Articles of Association of Pentair plc.


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 May 9, 2017.

 

PENTAIR PLC
Registrant
By:  

/s/ Angela D. Jilek

  Angela D. Jilek
  Senior Vice President, General Counsel and Secretary


PENTAIR PLC

Exhibit Index to Current Report on Form 8-K

Dated May 9, 2017

 

Exhibit
Number

  

Description

3.1    Amended and Restated Memorandum and Articles of Association of Pentair plc.