Form8-KAnnualMeetingResults-June102014


 
 
 
 
 

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 5, 2014

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 2014 Annual General Meeting of Ingersoll-Rand plc (the "Company") held on June 5, 2014, the Company’s shareholders:

(1)     elected all eleven 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, 2014 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)-(k). Election of eleven (11) 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
 
205,671,349
 
4,396,503
 
1,776,436
 
20,471,352
(b)
 
John Bruton
 
208,521,210
 
1,547,442
 
1,775,636
 
20,471,352
(c)
 
Jared L. Cohon
 
208,164,691
 
1,918,952
 
1,760,645
 
20,471,352
(d)
 
Gary D. Forsee
 
207,598,427
 
2,398,760
 
1,847,101
 
20,471,352
(e)
 
Edward E. Hagenlocker
 
207,151,324
 
2,721,672
 
1,971,292
 
20,471,352
(f)
 
Constance J. Horner
 
205,981,293
 
3,940,439
 
1,922,556
 
20,471,352
(g)
 
Michael W. Lamach
 
202,570,528
 
7,036,143
 
2,237,617
 
20,471,352
(h)
 
Theodore E. Martin
 
205,298,058
 
4,736,126
 
1,810,104
 
20,471,352
(i)
 
John P. Surma
 
207,183,551
 
2,832,963
 
1,827,774
 
20,471,352
(j)
 
Richard J. Swift
 
192,451,419
 
17,619,914
 
1,772,955
 
20,471,352
(k)
 
Tony L. White
 
206,347,312
 
3,774,763
 
1,722,213
 
20,471,352

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

For
 
Against
 
Abstain
 
Broker Non Vote
203,238,489
 
5,355,563
 
3,250,236
 
20,471,352

Proposal 3. Appointment of PricewaterhouseCoopers as the independent auditors of the Company for the fiscal year ending December 31, 2014 and authorization of the Audit Committee to set the auditors’ remuneration:

For
 
Against
 
Abstain
 
Broker Non Vote
222,300,127
 
8,693,346
 
1,322,167
 
—





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

For
 
Against
 
Abstain
 
Broker Non Vote
202,538,948
 
7,117,930
 
2,187,410
 
20,471,352

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
201,848,848
 
6,936,227
 
3,059,213
 
20,471,352

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
205,596,187
 
3,731,048
 
2,517,053
 
20,471,352








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 10, 2014        /s/ Evan M. Turtz
                                            
Evan M. Turtz
Secretary