IR 8-K
Ingersoll Rand Inc. (IR)
8-K
2025-06-16
For: 2025-06-12
View Original
Added on
April 04, 2026
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
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
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Emerging Growth Company
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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.
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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:
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Name
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For
Votes
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Against
Votes
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Abstain
Votes
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Broker
Non-Votes
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Vicente Reynal
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353,442,051
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14,998,428
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1,861,453
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13,026,235
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William P. Donnelly
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352,532,813
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17,385,124
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383,995
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13,026,235
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Jennifer Hartsock
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368,982,136
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945,562
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374,234
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13,026,235
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John Humphrey
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365,551,464
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4,355,896
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394,572
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13,026,235
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Marc E. Jones
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364,245,049
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5,380,093
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676,790
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13,026,235
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JoAnna A. Sohovich
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367,318,999
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2,604,821
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378,112
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13,026,235
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Mark P. Stevenson
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366,641,849
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3,273,593
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386,490
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13,026,235
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Michelle Swanenburg
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369,504,916
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408,010
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389,006
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13,026,235
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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.
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For
Votes
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Against
Votes
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Abstain
Votes
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Broker
Non-Votes
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372,593,679
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10,060,952
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673,536
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0
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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.
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For
Votes
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Against
Votes
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Abstain
Votes
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Broker
Non-Votes
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355,188,185
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14,093,734
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1,020,013
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13,026,235
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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.
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INGERSOLL RAND INC.
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By:
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/s/ Andrew Schiesl
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Name: Andrew Schiesl
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Title: Senior Vice President, General Counsel,
Chief Compliance Officer, and Secretary
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Date: June 16, 2025
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