Form8-K2015AnnualMeetingResults


 
 
 
 
 

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 4, 2015

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 5.07    Submission of Matters to a Vote of Security Holders.

At the 2015 Annual General Meeting of Ingersoll-Rand plc (the "Company") held on June 4, 2015, 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, 2015 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; and

(6)
approved the determination of the price range at which the Company can reissue shares that it holds as treasury shares.


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
 
207,213,198

 
2,182,376
 
1,090,647

 
17,893,893
(b)
 
John Bruton
 
207,612,674
 
1,705,789
 
1,167,758

 
17,893,893
(c)
 
Elaine L. Chao
 
206,853,806

 
2,493,946

 
1,138,469
 
17,893,893
(d)
 
Jared L. Cohon
 
207,452,135
 
1,881,211
 
1,152,875

 
17,893,893

(e)
 
Gary D. Forsee
 
204,624,023

 
2,777,355

 
3,084,843

 
17,893,893

(f)
 
Constance J. Horner
 
206,493,950

 
2,894,293

 
1,097,978

 
17,893,893

(g)
 
Linda P. Hudson
 
206,599,822

 
2,714,548
 
1,171,851

 
17,893,893

(h)
 
Michael W. Lamach
 
201,295,932

 
7,386,823
 
1,803,466
 
17,893,893

(i)
 
Myles P. Lee
 
208,217,958

 
1,144,919
 
1,123,344

 
17,893,893
(j)
 
John P. Surma
 
207,560,629

 
1,739,544

 
1,186,048

 
17,893,893

(k)
 
Richard J. Swift
 
188,437,826

 
18,974,632

 
3,073,763

 
17,893,893

(l)
 
Tony L. White
 
207,018,649

 
2,344,091
 
1,123,481

 
17,893,893


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

For
 
Against
 
Abstain
 
Broker Non Vote
201,970,407

 
6,632,805

 
1,883,009

 
17,893,893


Proposal 3. Appointment of PricewaterhouseCoopers as the independent auditors of the Company for the fiscal year ending December 31, 2015 and authorization of the Audit Committee to set the auditors’ remuneration:

For
 
Against
 
Abstain
 
Broker Non Vote
221,219,030

 
6,198,670

 
962,414

 
—





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

For
 
Against
 
Abstain
 
Broker Non Vote
217,435,957


 
8,623,435

 
2,320,722

 
—

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
203,272,908
 
5,792,390

 
1,420,923

 
17,893,893

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

For
 
Against
 
Abstain
 
Broker Non Vote
205,856,686

 
2,238,530

 
2,391,005

 
17,893,893









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 PUBLIC LIMITED COMPANY
(Registrant)

Date: June 8, 2015        /s/ Evan M. Turtz
                                            
Evan M. Turtz
Secretary