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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 29, 2022

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Ingersoll Rand Inc.

(Exact Name of Registrant as Specified in Its Charter)

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

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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)

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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)
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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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 29, 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 ten to eleven members and elected Jennifer Hartsock to fill the vacancy so created, both effective January 1, 2023, to serve until the Company’s 2023 Annual Meeting of Stockholders and until the election and qualification of her successor, or her death, resignation, retirement, disqualification or removal.

The Board has determined that Ms. Hartsock qualifies as an independent director for service on the Board under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.

Ms. Hartsock has no arrangements or understandings with any other person pursuant to which she was selected as a director. Ms. Hartsock has no direct or indirect material interest in any transactions that would require disclosure under Item 404(a) of Regulation S-K.

In connection with her service as non-employee director, Ms. Hartsock 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 Securities and Exchange Commission on April 29, 2022.

Item 7.01 Regulation FD Disclosure.

On November 30, 2022, the Company issued a press release announcing the appointment of Ms. Hartsock as a new director. 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 November 30, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

INGERSOLL RAND INC.
By:	/s/ Andrew Schiesl
	Andrew Schiesl
	Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary

Date: November 30, 2022

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Investors:	Media:
Matthew Fort	Samantha Hamlin
matthew.fort@irco.com	samantha.hamlin@irco.com
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Ingersoll Rand Announces Addition of Jennifer Hartsock

to its Board of Directors

DAVIDSON, N.C. – November 30, 2022 – Ingersoll Rand Inc. (NYSE:IR), a global provider of mission-critical flow creation and industrial solutions, announced that Jennifer Hartsock has been appointed to its Board of Directors, effective January 1, 2023.

Hartsock is an industry-recognized digital executive with international experience and proven success leading global technology organizations. She currently<br> serves as the Chief Information and Digital Officer at Cargill, Inc., a privately held American corporation that provides products, services and insights to food, agriculture, financial and industrial customers in more than 125 countries.<br> Hartsock manages the company’s global technology portfolio, which includes developing and executing technology, digital and data strategies to enable Cargill’s key growth priorities.

Prior to joining Cargill, Hartsock served as Chief Information Officer and was a member of the executive leadership team at Baker Hughes. While there, she also<br> led the Digital Technology team that was responsible for delivering digital connectivity of devices and other technologies to enable connected customer solutions. Earlier in her career, she served as Chief Information Officer at Cameron<br> International and spent 17 years with Caterpillar Inc., during which she served as Group Chief Information Officer for its Construction Industries segment. Hartsock holds a bachelor’s degree in applied computer science from Illinois State<br> University.

“I am pleased to welcome Jennifer to our Board,” said Ingersoll Rand Chairman of the Board of Directors and Chief Executive Officer Vicente Reynal. “With Jennifer’s appointment, we continue to add board members who bring diverse experiences and perspectives that align with our strategic imperatives. Jennifer’s proven digital transformation leadership closely aligns with our focus on expanding our product and service innovation in the areas of digitization and IIoT. Her deep understanding of global manufacturing and broad industrial technology experience will support our expansion into sustainable end markets and growth through strategic acquisitions. I look forward to the positive impact I know she will have on our company as we continue leveraging our compounder model to drive growth.”

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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,” 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 completed and proposed business combinations; (3) uncertainty of the expected financial performance of the Company; (4) failure to realize the anticipated benefits of 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; (12) the timing, manner and volume of repurchases of common stock pursuant to our share repurchase program; and (13) 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.

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