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): April 3, 2025
Ingersoll Rand Inc.
(Exact Name of Registrant as Specified in 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)) |
| --- | --- |
| ☐ | 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<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. |
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On April 3, 2025, the Board of Directors (the “Board”) of Ingersoll Rand Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, appointed Michelle Swanenburg as a director of the Board, effective April 3, 2025, to serve until the Company’s 2025 Annual Meeting of Stockholders and until the election and qualification of her successor or death, resignation, retirement, disqualification or removal.
Additionally, the Board appointed Ms. Swanenburg as a member of the Compensation Committee and the Sustainability Committee of the Board, effective upon becoming a director.
The Board has determined that Ms. Swanenburg qualifies as an independent director for service on the Board and the committees to which she was assigned under the listing standards of the New York Stock Exchange, the Company’s Corporate Governance Guidelines and rules of the Securities and Exchange Commission, as applicable.
Ms. Swanenburg has no arrangements or understandings with any other person pursuant to which she was selected as a director and is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with her service on the Board, as a non-employee director, Ms. Swanenburg will be compensated on a prorated basis in accordance with the Company’s compensation policy for non-employee directors of the Board, which consists of the following prorated amounts: (i) an annual retainer of $61,875 and (ii) an award of restricted stock units (“RSUs”) under the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan, as amended, with a value of $144,375 and the number of RSUs to be determined based on the closing price, as reported on the New York Stock Exchange, of a share of the Company’s common stock on May 5, 2025 (the “Grant Date”) (rounded down to the nearest whole share), pursuant to the Company’s current form of Restricted Stock Unit Grant Notice and Agreement for directors, to vest in full on the one year anniversary of such Grant Date.
| Item 7.01. | Regulation FD Disclosure. |
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On April 3, 2025, the Company issued a press release announcing the appointment of Ms. Swanenburg 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. |
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(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Ingersoll Rand Inc., dated April 3, 2025. |
| 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 | |
| Name: Andrew Schiesl | ||
| Title: Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | ||
| Date: April 3, 2025 |
Exhibit 99.1
Ingersoll Rand Appoints Michelle Swanenburg to Board of Directors
DAVIDSON, N.C. – April 3, 2025 – Ingersoll Rand Inc. (NYSE: IR), a global provider of mission-critical flow creation and life sciences and industrial solutions, today announced the appointment of Michelle Swanenburg to its Board of Directors, effective immediately.
Swanenburg currently serves as the head of Human Resources (HR) at T. Rowe Price (NASDAQ: TROW), a premier global asset management organization with $1.63 trillion in assets under management as of February 28, 2025. She brings over twenty years of experience as a strategic and accomplished HR leader, with a proven track record of leading growth and innovation by continually improving strategies focused on people and culture. Her commitment to advancing company culture and fostering engaged teams will support Ingersoll Rand’s Deploy Talent strategic imperative.
Swanenburg is a member of T. Rowe Price’s Management Committee, the Strategic Operating Committee, the Enterprise Risk Management Committee, the Management Compensation and Development Committee, and the Corporate Strategy Committee. Prior to her current role, she was the head of HR at Oaktree Capital Management. She currently serves as a board member for The Waterfront Partnership of Baltimore Inc. and is a member of the President’s Advisory Council at Stevenson University.
“I am excited to welcome Michelle to our Board,” said Vicente Reynal, chairman and chief executive officer of Ingersoll Rand. “She brings significant human capital management, corporate governance, and shareholder engagement expertise to the organization. Our people are our number one asset, and Michelle’s insights will be invaluable as we continue to grow and enhance workforce experiences on a global scale.”
About Ingersoll Rand Inc.
Ingersoll Rand Inc. (NYSE: IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to Making Life Better for our employees, customers, shareholders, and planet. Customers lean on us for exceptional performance and durability in mission-critical flow creation and life sciences and industrial solutions. Supported by over 80+ respected brands, 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.
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 expectations of Ingersoll Rand Inc. (the “Company” or “Ingersoll Rand”) 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.
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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) adverse impact on our operations and financial performance due to geopolitical tensions, natural disaster, catastrophe, global pandemics, cyber events, or other events outside of our control; (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; and (11) 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 developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
| Contacts: | |
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| Investor Relations: | Media: |
| Matthew.Fort@irco.com | Sara.Hassell@irco.com |
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