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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 7, 2018

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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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. o




Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On April 4, 2018, the Board of Directors of Ingersoll-Rand plc (the "Company") approved the Company’s Incentive Stock Plan of 2018 (the “2018 Plan”), subject to approval by the Company’s shareholders at the Annual General Meeting on June 7, 2018 (the "2018 Annual General Meeting"). The Company’s shareholders approved the 2018 Plan at the Annual General Meeting.
There are 23,000,000 shares subject to the 2018 Plan. The Compensation Committee of the Board (the “Compensation Committee”) will determine who receives awards, the types and amounts of awards and the terms and conditions of awards.
A more complete description of the material terms of the 2018 Plan can be found in Proposal No. 4 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2018 (the “Proxy Statement”).
On June 7, 2018, the Compensation Committee approved the form of equity award agreements filed as Exhibits 10.1, 10.2 and 10.3 pursuant to which directors and executive officers of the Company may receive equity awards under the 2018 Plan.

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

At the 2018 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, 2018 and authorized the Audit Committee to set the auditors’ remuneration;

(4)
approved the Company's Incentive Stock Plan of 2018;

(5)
approved the renewal of the Directors’ existing authority to issue shares;

(6)
approved the renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders; and

(7)
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)
 
Kirk E. Arnold
 
191,179,532
 
1,869,588
 
748,445
 
18,464,355
(b)
 
Ann C. Berzin
 
188,422,059
 
4,727,337
 
648,169
 
18,464,355
(c)
 
John Bruton
 
189,989,880
 
3,022,112
 
785,573
 
18,464,355
(d)
 
Jared L. Cohon
 
189,963,381
 
3,106,508
 
727,676
 
18,464,355
(e)
 
Gary D. Forsee
 
184,215,537
 
8,837,482
 
744,546
 
18,464,355
(f)
 
Linda P. Hudson
 
190,625,319
 
2,339,853
 
832,393
 
18,464,355
(g)
 
Michael W. Lamach
 
184,101,829
 
7,044,153
 
2,651,583
 
18,464,355
(h)
 
Myles P. Lee
 
191,317,549
 
1,752,243
 
727,773
 
18,464,355
(i)
 
Karen B. Peetz
 
191,310,084
 
1,672,083
 
815,398
 
18,464,355
(j)
 
John P. Surma
 
190,029,222
 
3,012,855
 
755,488
 
18,464,355
(k)
 
Richard J. Swift
 
153,404,509
 
39,280,147
 
1,112,909
 
18,464,355
(l)
 
Tony L. White
 
185,497,324
 
7,573,092
 
727,149
 
18,464,355

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

For
 
Against
 
Abstain
 
Broker Non Vote
180,436,733
 
12,085,270
 
1,275,562
 
18,464,355

Proposal 3. Appointment of PricewaterhouseCoopers as the independent auditors of the Company for the fiscal year ending December 31, 2018 and authorization of the Audit Committee to set the auditors’ remuneration:

For
 
Against
 
Abstain
 
Broker Non Vote
205,469,570
 
5,939,421
 
852,929
 
N/A

Proposal 4. Approval of the Company's Incentive Stock Plan of 2018:
For
 
Against
 
Abstain
 
Broker Non Vote
174,688,775
 
18,097,688
 
1,011,102
 
18,464,355

Proposal 5. Approval of the renewal of the Directors’ existing authority to issue shares:

For
 
Against
 
Abstain
 
Broker Non Vote
206,503,555
 
4,743,606
 
1,014,759
 
N/A

Proposal 6. 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
206,286,966
 
4,189,706
 
1,785,248
 
N/A




Proposal 7. 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
207,887,125
 
2,796,088
 
1,578,707
 
N/A









Item 9.01    Financial Statements and Exhibits.

Exhibit No.        Description
10.1            Form of Global Stock Option Award Agreement

10.2            Form of Global Restricted Stock Unit Award Agreement

10.3            Form of Global Performance Stock Unit Award Agreement



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 12, 2018        /s/ Evan M. Turtz
Evan M. Turtz
Secretary