Annual General Meeting Transcript - IR 2026-06-11

Vicente Reynal, CEO

Good morning and welcome to the 2026 Annual Meeting of Stockholders for Ingersoll Run, Inc. I am Vicente Rinald, Chief Executive Officer and Chairman of the Board, and will be chairing this meeting today. We're pleased to be holding our annual meeting again this year as a virtual meeting. I am joined by members of our Board and members of management, including our Lead Independent Director, Bill Donnelly, our Chief Financial Officer, Bikini, our General Counsel and Corporate Secretary, Andy Shissel, and Matthew Ford, our VP of Investor Relations. Andy will act as Secretary of the meeting. In addition, I am pleased to welcome Joe Foster, Representative from the Lloyd & Touche LLP, our independent public accountants, who is here to answer any appropriate questions. Finally, I would like to welcome Greg Malatia, our Inspector of Election. our secretary has presented an affidavit of distribution that shows a proper advanced notice of this meeting was given to our stockholders a copy of the notice of the meeting and the affidavit of distribution will be incorporated into the minutes of this meeting all stockholders of record at the close of business on april 16 2026 are entitled to vote at the annual meeting a presiding of business is to determine whether we have a quorum for the purpose of transacting business. Andy, do you have a report? Yes, thanks, Vicente. As to the record

Andy Shissel, General Counsel

date, holders of 391,332,297 shares of common stock of the company are entitled to vote at this meeting. The inspector of election reports that there are represented in person or by proxy at least the majority of the shares entitled to vote at this meeting, so we have a quorum.

Vicente Reynal, CEO

Thank you, Andy. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, this meeting is duly convenient. So if everyone knows what to expect this morning, let me summarize our agenda. First, I have already called the meeting to order and will have Andy take care of some housekeeping. Second, Andy and I will present the four proposals subject to a vote for your consideration, which are described in the company's proxy statement and dated April 24th, 2026. Then we'll adjourn the formal portion of the meeting and end with a question and answer session. Andy, can you please review with our stakeholders a few procedural points?

Andy Shissel, General Counsel

Thank you, Vicente. First, we are recording this meeting and you will be able to replay a recording of it from our company website. Please wait a day or so to allow the recording to be uploaded. Second, you have issued and provided access to the agenda and the rules of conduct and procedure for today's meeting on the virtual meeting page. The agenda for today's meeting sets forth the proposals for stockholder consideration and the order of business, which will be conducted in accordance with the company's bylaws and the meeting's rules of conduct and procedures. So that we have an orderly meeting, we ask everyone to abide by these rules. You can use the question box on your screen to submit questions at any time during the meeting. We cannot guarantee that we will answer all questions. If we don't answer your questions, you are welcome to ask it by emailing Matt at Matthew.Ford at Irico.com or visiting the Investors portion of our WebSO, erco.com, for more information. Third, the polls opened at 1030, and you were able to vote during this meeting until the chairman closes the polls. Vicente will close the polls following the presentation of our four proposals. Remember, if you already voted in advance online or by telephone or a physical proxy card, you do not need to vote again, and a vote at this meeting will supersede your earlier vote. Finally, I would like to point out that some of our discussion today may include forward-looking statements. Forward-looking statements are statements about, among other things, financial projections, managerial plans or objectives, or future economic performance. Actual results may differ materially from those projected by any forward-looking statements. In our annual report on Form 10-K for 2025 and in subsequent filings of the Securities and Exchange Commission, we included sections on forward-looking statements and risk factors that could materially and adversely affect our business. For additional information, we refer you to these filings, which are available on our website and on the Security and Exchange Commission's website.

Vicente Reynal, CEO

Thank you, Andy. Now, can you please present the proposal subject to vote?

Andy Shissel, General Counsel

Thanks, Presidente. Today, the stockholders have four matters for their consideration. The first is to elect 10 director nominees, Vicente Renau, William Donnelly, Jerome Guillen, Jennifer Hartsock, John Humphrey, Mark Jones, Auroban Zapathi, Joanne Sohovic, Mark Stevenson, and Michelle Swanenberg, for a one-year term expiring at our annual meeting of stockholders in 2027. Each director nominee will be elected by a majority vote standard, which means that each of the director nominees the number of shares voted for must exceed the total number of shares voted against such nominee for director in order to be elected. The Board of Directors recommends that Sackville does vote for each director nominee named in this proposal. The second proposal is the ratification of Deloitte & Touche as the company's independent registered public accounting firm for the current fiscal year, 2026. This proposal will be approved if supported by the affirmative vote of the holders and majority of the voting power of the shares of stock present in person or represented by proxy of title to vote on the proposal, which means the number of shares voted for the ratification proposal must exceed the total number of shares voted against or abstain. The Board of Directors recommends that stockholders vote for this proposal. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote. The third proposal is a non-binding advisory vote on the compensation page of the name of executive officers as discussed in the 2026 proxy statement. Approval of this proposal requires the affirmative vote of the majority of the voting power of shares of stock present in person or represented by proxy and until the vote on the proposal, which means that the number of shares voted for such proposal must exceed the total number of shares voted against or abstain. For the reasons outlined in the proxy, the board of directors recommend to vote for this proposal. While this proposal is advisory in issue and non-binding, the Board will consider the results of the say and pay vote when making future decisions regarding executive compensation. The fourth proposal is to vote to approve the Ingersoll-Randing 2026 Omnibus Incentive Plan. Approval of this proposal requires the affirmative vote of the holders of the majority of the voting power of shares of stock, present in person or represented by proxy, and tells about the proposal, which means that the number of shares voted for such proposal must exceed the total number of shares voted against or abstain. For the reasons As outlined in our proxy statement, our Board of Directors recommends a vote for the proposal. There are no additional candidates or proposals that have been properly brought before the As a reminder, if you previously voted by proxy, you do not need to vote today unless you wish to change your vote.

Operator

Does anyone have any questions concerning any of the four proposals presented?

Vicente Reynal, CEO

Okay, seeing that there are no questions, if you wish to vote on the four proposals and have not submitted your vote, please do so now. We are now closed for Proposals 1, 2, 3, and 4. The Inspector of Election will count the votes and provide the preliminary results based on the votes received in advance of the meeting.

Andy Shissel, General Counsel

I note for the minutes that the polls close at 10.37 a.m. Eastern Time.

Vicente Reynal, CEO

Thank you, Andy. Can you report the preliminary results of Proposals 1, 2, 3, and 4?

Andy Shissel, General Counsel

Yes, Vicente. We've been informed by the Inspector of Elections that each of the 10 nominees for election to the Board of Directors have been duly elected, The ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 has been approved. The stockholders have approved the say and pay proposal. And the stockholders have approved the Inglesaw Rand Inc. 2026 on the Boston Senate plan.

Vicente Reynal, CEO

I want to thank our stockholders for their support and for the trust that they put in Inglesaw Rand team. We will publish the final voting results in the next few days on the Form 8K. As that was the last formal order of business, I declare the official portion of the meeting adjourned. We will now open the floor to questions. It is important to note that we're unable to answer any questions on our second quarter performance on this call. Andy, have any stockholders submitted questions?

Andy Shissel, General Counsel

No, no stockholders have submitted questions.

Vicente Reynal, CEO

Okay. There being no further questions, we will now conclude the informal portion of the meeting. I want to thank everyone, especially as stockholders, for their time and participation. It's our pleasure and privilege to be involved in such a great company, and we look forward to executing on our key strategies and driving future stockholder value.

Andy Shissel, General Counsel

The conference is now concluded. Again, we thank you all for attending today's presentation.

Vicente Reynal, CEO

You may now disconnect.