8-K
Ingersoll Rand Inc. (IR)
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): July 28, 2022
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 (see General Instruction A.2. below):
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which<br><br> <br>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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On July 28, 2022, the Board of Directors (the “Board”) of Ingersoll Rand Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board from eight to ten members and elected each of Michael Stubblefield and Mark Stevenson to fill the vacancies so created, both effective July 28, 2022, to serve until the Company’s 2023 Annual Meeting of Stockholders and until the election and qualification of his successor, or his death, resignation, retirement, disqualification or removal.
The Board also appointed Mr. Stubblefield to serve on the Company’s Audit Committee and Mr. Stevenson to serve on the Company’s Compensation Committee and Nominating and Corporate Governance Committee.
The Board has determined that each of Michael Stubblefield and Mark Stevenson qualify as an independent director for service on the Board and the relevant committees under the listing standards of the New York Stock Exchange, the Company’s Corporate Governance Guidelines and rules of Securities and Exchange Commission (“SEC”), as applicable. The Board has also designated Mr. Stubblefield as an “audit committee financial expert” as defined by applicable SEC rules.
In connection with their service as non-employee directors, each of Messrs. Stubblefield and Stevenson will be compensated in accordance with the Company’s compensation policy for non-employee directors of the Board as described in the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders filed with the SEC on April 29, 2022.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On August 2, 2022, the Company issued a press release announcing the appointments of Messrs. Stubblefield and Stevenson as new directors. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Ingersoll Rand Inc., dated August 2, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | |
| Andrew Schiesl | ||
| Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | ||
| Date: August 2, 2022 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact:
Matthew Fort
matthew.fort@irco.com
Ingersoll Rand Announces Appointment of Mark Stevenson
and Michael Stubblefield to Board of Directors
DAVIDSON, N.C. – August 2, 2022 – Ingersoll
Rand Inc. \(NYSE:IR\), a global provider of mission-critical flow creation and industrial solutions, today announced that Mark Stevenson and Michael Stubblefield joined its Board of Directors on July 28, 2022.
 Mr. Stevenson is the former Executive Vice President and Chief Operating Officer of Thermo Fisher Scientific Inc., a Fortune 100<br> company and world leader in serving science through its life science solutions, analytical instruments, specialty diagnostics and laboratory products and biopharma services. He held this role from 2017 until his retirement in 2022. He<br> joined the company in 2014 as Executive Vice President and President of Life Sciences Solutions through the acquisition of Life Technologies. Mr. Stevenson previously served as President and Chief Operating Officer of Life Technologies, and<br> President and Chief Operating Officer of Applied Biosystems prior to its merger with Invitrogen Corporation in 2008. He has an MBA from Henley Management College, United Kingdom, and a bachelor’s degree in chemistry from the University of<br> Reading, United Kingdom. |
|---|
 Mr. Stubblefield currently serves as the President and<br> Chief Executive Officer and Board member of Avantor, a Fortune 500 company and leading global provider of mission-critical products and services to customers in the<br> biopharma, healthcare, education and government, and advanced technologies and applied materials industries. Prior to becoming CEO of Avantor in 2014, Mr. Stubblefield served as a senior expert in the Chemicals Practice for McKinsey &<br> Company. Before joining McKinsey, he held various leadership roles at Celanese Corporation, including Vice President and General Manager, Advanced Engineered Materials and Chief Marketing Officer. Mr. Stubblefield earned an MBA from Texas<br> A&M University-Corpus Christi and a bachelor’s degree in chemical engineering from the University of Utah. |
| --- |
“I’m excited to welcome Mark and Michael to our Board,” said Ingersoll Rand Chairman of the Board of Directors and Chief Executive Officer Vicente Reynal. “We have always focused on new board members who bring experience and perspectives aligned with our key strategies. Mark and Michael are no exception. Mark’s experience in leading a growth compounder in sustainable end markets such as life sciences and medical aligns closely with our long-term vision for Ingersoll Rand, and his experience with machine learning systems supports our innovation in the areas of digitalization and IIoT. At Avantor, Michael has led a dramatic portfolio evolution since being named CEO, and has positioned the company as a leader in life sciences through new product innovation, organic growth and strategic M&A, which are three critical focus areas for us as well. Their knowledge and insights will be powerful additions as we continue on our path of becoming a growth compounder through expansion in sustainable end markets, product innovation and M&A. I look forward to their contributions.”
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to Ingersoll Rand Inc.’s (the “Company” or “Ingersoll Rand”) expectations regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “on track to” “will continue,” “will likely result,” “guidance” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements other than historical facts are forward-looking statements. These forward-looking statements are based on Ingersoll Rand’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from these current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) the impact on the Company’s business, suppliers and customers and global economic conditions of the COVID-19 pandemic, including business disruptions caused by government restrictions; (2) unexpected costs, charges or expenses resulting from the completed and proposed business combinations; (3) uncertainty of the expected financial performance of the Company; (4) failure to realize the anticipated benefits of the completed and proposed business combinations; (5) the ability of the Company to implement its business strategy; (6) difficulties and delays in achieving revenue and cost synergies; (7) inability of the Company to retain and hire key personnel; (8) evolving legal, regulatory and tax regimes; (9) changes in general economic and/or industry specific conditions; (10) actions by third parties, including government agencies; (11) adverse impact on our operations and financial performance due to natural disaster, catastrophe, pandemic, geopolitical tensions or other events outside of our control; and (12) other risk factors detailed in Ingersoll Rand’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in its periodic filings with the SEC, which are available on the SEC’s website at http://www.sec.gov. The foregoing list of important factors is not exclusive. Any forward-looking statements speak only as of the date of this release. Ingersoll Rand undertakes no obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
About Ingersoll Rand Inc.
Ingersoll Rand Inc. (NYSE:IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to helping make life better for our employees, customers and communities. Customers lean on us for our technology-driven excellence in mission-critical flow creation and industrial solutions across 40+ respected brands where our products and services excel in the most complex and harsh conditions. Our employees develop customers for life through their daily commitment to expertise, productivity and efficiency. For more information, visit www.IRCO.com.