8-K - IR - Equibles

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): June 12, 2025

Ingersoll Rand Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-38095	46-2393770
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

525 Harbour Place Drive, Suite 600

Davidson, North Carolina 28036

(704) 655-4000

(Address, including zip code, of principal executive offices and registrant’s telephone number, including area code)

N/A

(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	IR	New York Stock Exchange

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.

On June 12, 2025, Ingersoll Rand Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 383,328,167 shares of the Company’s common stock, or approximately 95.01% of the 403,447,247 total shares of the Company’s common stock entitled to vote at the Annual Meeting (based on a record date of April 17, 2025), were present in person or by proxy. Below are the final voting results for the following three proposals submitted to the Company’s stockholders, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting, dated April 25, 2025, filed with the Securities and Exchange Commission (the “Proxy Statement”).

Proposal No. 1 - Election of Directors

The Company’s stockholders elected the persons listed below as directors for a term expiring at the Company’s 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified:

Name	For<br><br> <br>Votes	Against<br><br> <br>Votes	Abstain<br><br> <br>Votes	Broker<br><br> <br>Non-Votes
Vicente Reynal	353,442,051	14,998,428	1,861,453	13,026,235
William P. Donnelly	352,532,813	17,385,124	383,995	13,026,235
Jennifer Hartsock	368,982,136	945,562	374,234	13,026,235
John Humphrey	365,551,464	4,355,896	394,572	13,026,235
Marc E. Jones	364,245,049	5,380,093	676,790	13,026,235
JoAnna A. Sohovich	367,318,999	2,604,821	378,112	13,026,235
Mark P. Stevenson	366,641,849	3,273,593	386,490	13,026,235
Michelle Swanenburg	369,504,916	408,010	389,006	13,026,235

Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2025.

For<br><br> <br>Votes	Against<br><br> <br>Votes	Abstain<br><br> <br>Votes	Broker<br><br> <br>Non-Votes
372,593,679	10,060,952	673,536	0

Proposal No. 3 - Non-Binding Vote to Approve Executive Compensation

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.

For<br><br> <br>Votes	Against<br><br> <br>Votes	Abstain<br><br> <br>Votes	Broker<br><br> <br>Non-Votes
355,188,185	14,093,734	1,020,013	13,026,235

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 INC.
	By:	/s/ Andrew Schiesl
		Name: Andrew Schiesl
		Title: Senior Vice President, General Counsel,<br><br> <br>Chief Compliance Officer, and Secretary
Date: June 16, 2025