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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 2, 2016

INGERSOLL-RAND PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in Its Charter)

 
 
 
 
 
Ireland
(State or Other Jurisdiction
of Incorporation)
001-34400
(Commission
File Number)
98-0626632
(IRS Employer
Identification No.)
 
 
 
170/175 Lakeview Dr.
Airside Business Park
Swords, Co. Dublin
Ireland
(Address of principal executive offices, including zip code)
 
 
+(353) (0) 18707400
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)



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))
 
 
 
 
 
 
 
 
 
 




Item 5.03    Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2016 Annual General Meeting of Shareholders held on June 2, 2016 (the "Annual General Meeting"), shareholders of Ingersoll-Rand plc (the "Company") approved proposals to:
(1) amend the Company's Articles of Association to implement proxy access;
(2) amend the Company's Articles of Association to make certain administrative amendments in connection with the Companies Act 2014;
(3) amend the Company's Memorandum of Association to make certain administrative amendments in connection with the Companies Act 2014;
(4) amend the Company's Articles of Association to provide for a plurality voting standard in the event of a contested election; and
(5) amend the Company's Articles of Association to grant the board sole authority to determine its size.
A more complete description of these amendments are found in Proposals No. 7, 8A, 8B, 9A and 9B in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2016 (the “Proxy Statement”). The amended and restated Articles of Association and Memorandum of Association which are referred to collectively as the Company's "Constitution" are filed as Exhibit 3.1.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual General Meeting, the Company’s shareholders:

(1)     elected all twelve of the Company’s nominees for director;

(2)     provided advisory approval of the compensation of the Company’s named executive officers;

(3)
approved the appointment of PricewaterhouseCoopers to serve as the Company’s independent auditors for the fiscal year ending December 31, 2016 and authorized the Audit Committee to set the auditors’ remuneration;

(4)
approved the renewal of the Directors’ existing authority to issue shares;

(5)
approved the renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders;

(6)
approved the determination of the price range at which the Company can re-allot shares that it holds as treasury shares;

(7)
approved the amendment of the Company's Articles of Association to implement proxy access;

(8)
approved the amendment to the Company's Articles of Association to make certain administrative amendments in connection with the Companies Act 2014;

(9)
approved the amendment to the Company's Memorandum of Association to make certain administrative amendments in connection with the Companies Act 2014;

(10)
approved the amendment to the Company's Articles of Association to provide for a plurality standard in the event of a contested election; and

(11)
approved the amendment to the Company's Articles of Association to grant the board sole authority to determine its size.




Proposals 1(a)-(l). Election of twelve (12) directors to hold office until the Company’s next Annual General Meeting of Shareholders:

 
 
Nominees
 
For
 
Against
 
Abstain
 
Broker Non Vote
(a)
 
Ann C. Berzin
 
204,987,233
 
3,251,768
 
779,627
 
16,798,613
(b)
 
John Bruton
 
204,425,914
 
3,753,565
 
839,149
 
16,798,613
(c)
 
Elaine L. Chao
 
203,889,396
 
4,208,452
 
920,780
 
16,798,613
(d)
 
Jared L. Cohon
 
204,572,911
 
3,616,684
 
829,033
 
16,798,613
(e)
 
Gary D. Forsee
 
201,183,517
 
4,674,389
 
3,160,722
 
16,798,613
(f)
 
Constance J. Horner
 
203,103,170
 
5,125,680
 
789,778
 
16,798,613
(g)
 
Linda P. Hudson
 
204,092,059
 
4,056,873
 
869,696
 
16,798,613
(h)
 
Michael W. Lamach
 
201,511,704
 
5,894,576
 
1,612,348
 
16,798,613
(i)
 
Myles P. Lee
 
206,876,747
 
1,266,508
 
875,373
 
16,798,613
(j)
 
John P. Surma
 
206,680,311
 
1,442,172
 
896,145
 
16,798,613
(k)
 
Richard J. Swift
 
181,183,038
 
24,718,787
 
3,116,803
 
16,798,613
(l)
 
Tony L. White
 
203,124,965
 
5,087,414
 
806,249
 
16,798,613

Proposal 2. Advisory approval of the compensation of the Company’s named executive officers:

For
 
Against
 
Abstain
 
Broker Non Vote
195,959,924
 
11,829,306
 
1,229,398
 
16,798,613

Proposal 3. Appointment of PricewaterhouseCoopers as the independent auditors of the Company for the fiscal year ending December 31, 2016 and authorization of the Audit Committee to set the auditors’ remuneration:

For
 
Against
 
Abstain
 
Broker Non Vote
222,678,775
 
2,458,317
 
680,149
 
—

Proposal 4. Approval of the renewal of the Directors’ existing authority to issue shares:

For
 
Against
 
Abstain
 
Broker Non Vote
213,387,089
 
11,445,847
 
984,305
 
—

Proposal 5. Approval of the renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders:

For
 
Against
 
Abstain
 
Broker Non Vote
217,467,368
 
6,648,073
 
1,701,800
 
—

Proposal 6. Determination of the price range at which the Company can re-allot the shares that it holds as treasury shares:

For
 
Against
 
Abstain
 
Broker Non Vote
218,395,033
 
6,063,352
 
1,358,856
 
—







Proposal 7. Approval of an amendment to the Company’s Articles of Association to implement proxy access:

For
 
Against
 
Abstain
 
Broker Non Vote
199,144,360
 
8,804,008
 
1,070,260
 
16,798,613

Proposal 8A. Approval of an amendment to the Company’s Articles of Association to make certain administrative amendments in connection with the Companies Act 2014:

For
 
Against
 
Abstain
 
Broker Non Vote
205,545,147
 
2,280,181
 
1,193,300
 
16,798,613

Proposal 8B. Approval of an amendment to the Company’s Memorandum of Association to make certain administrative amendments in connection with the Companies Act 2014:

For
 
Against
 
Abstain
 
Broker Non Vote
205,665,834
 
2,155,198
 
1,197,596
 
16,798,613

Proposal 9A. Approval of an amendment to the Company’s Articles of Association to provide for a plurality voting standard in the event of a contested election:

For
 
Against
 
Abstain
 
Broker Non Vote
204,707,491
 
3,378,267
 
932,870
 
16,798,613

Proposal 9B. Approval of an amendment to the Company’s Articles of Association to grant the board sole authority to determine its size:
For
 
Against
 
Abstain
 
Broker Non Vote
200,215,572
 
7,918,453
 
884,603
 
16,798,613

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits
Exhibit
No.
 
Description
3.1
 
Constitution of the Company, as amended and restated on June 2, 2016


    





SIGNATURES 

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.
 
 
INGERSOLL-RAND PLC
(Registrant)
 
 
 
Date:
June 7, 2016
/s/ Evan M. Turtz
 
 
Secretary







Exhibit Index
 
 
 
Exhibit
No.
 
Description
3.1
 
Constitution of the Company, as amended and restated on June 2, 2016