Trane Technologies plc 8-K, filed Jan 27, 2020
Trane Technologies plc (TT)
8-K
2020-01-27
For: 2020-01-27
View Original
Added on
April 07, 2026
About this 8-K
Trane Technologies plc filed this 8-K on January 27, 2020.
Items reported
- Item 5.04: Benefit plan trading blackout
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 27, 2020
INGERSOLL-RAND PUBLIC LIMITED COMPANY
(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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(Address of principal executive offices, including zip code)
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+(353 ) (0) 18707400
(Registrant’s Telephone Number, Including Area Code)
(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:
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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
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
Ingersoll-Rand plc (the “Company”) is making changes to certain of its benefit plans to convert a stock fund within those plans into two new stock funds. In connection with these changes, on January 27, 2020, the Company
sent a notice to its directors and executive officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, informing them of a blackout period that begins at the close of market (generally 4:00 p.m. Eastern time) on
February 27, 2020 and expected to end the week of March 1, 2020 (the “Blackout Period”) that is being imposed on participants in the Ingersoll-Rand Company Employee Savings Plan, the Ingersoll-Rand Company Employee Savings Plan for Bargained
Employees, the Ingersoll-Rand Individual Account Retirement Plan for Bargaining Unit Employees at the Buffalo, New York Plant, the Ingersoll-Rand Retirement Savings Plan for Participating Affiliates in Puerto Rico, the Trane 401(k) and Thrift Plan
and the Ingersoll Rand Industrial U.S., Inc. Employee Savings Plan (collectively, the “Plans”) and notifying them of the trading restrictions applicable to them during this Blackout Period. During the Blackout Period, participants and beneficiaries
in the Plans will be unable to request exchanges or obtain loans or receive distributions that involve Plan assets invested in the Ingersoll-Rand Unitized Stock Fund.
During the Blackout Period and for a period of two years after the expiration of the Blackout Period, executive officers and directors of the Company, and security holders or other interested persons, may obtain, without
charge, information about this notice or about the actual beginning and ending dates of the Blackout Period by contacting Evan M. Turtz at (704) 655-4000 or 800-E Beaty Street, Davidson, North Carolina 28036.
This notice was sent pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR, which generally prohibit executive officers and directors of an issuer from engaging in transactions involving the
issuer’s equity securities acquired in connection with their service or employment as director or executive officer during any retirement plan blackout period.
A copy of the form of notice to directors and executive officers, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
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Description
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99.1
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104
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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.
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INGERSOLL-RAND PUBLIC LIMITED COMPANY
(Registrant)
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Date: January 27, 2020
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By:
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/s/ Evan M. Turtz | |
| Evan M. Turtz | |||
| Senior Vice President, General Counsel and Secretary | |||
EXHIBIT INDEX
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Exhibit
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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EXHIBIT 99.1
January 27, 2020
To: Executive Officers and Members of the Board of Ingersoll-Rand plc (the “Company” or “we”)
Re: Statutory Window Period
Federal securities laws require the Company to provide this notice to its Directors and Executive
Officers.
The Company is making changes to the Ingersoll-Rand Stock Fund, one of the investment options in the Ingersoll-Rand Company Employee Savings
Plan, the Ingersoll-Rand Company Employee Savings Plan for Bargained Employees, the Ingersoll-Rand Individual Account Retirement Plan for Bargaining Unit Employees at the Buffalo, New York Plant, the Ingersoll-Rand Retirement Savings Plan for
Participating Affiliates in Puerto Rico, the Trane 401(k) and Thrift Plan and the Ingersoll Rand Industrial U.S., Inc. Employee Savings Plan (collectively, the “Plans”).
Effective February 27, 2020, after the close of market (generally 4:00 p.m. Eastern time), the Ingersoll Rand Stock Fund will be
Converted into two new stock funds within the Plans.
Because of the conversion, participants will be temporarily unable to request exchanges or obtain loans or distributions that involve Plan
assets invested in the Ingersoll-Rand Unitized Stock Fund. This time period (referred to as the “Blackout Period”) is scheduled to begin on February 27, 2020, at the close of market (generally 4:00 p.m. Eastern time) and is expected to end the week
of March 1, 2020.
Under the Sarbanes-Oxley Act of 2002, we are required to provide you with notice that during the Blackout Period, you are generally
prohibited from directly or indirectly purchasing or acquiring any of the ordinary shares of the Company due to your service as an executive officer or director of the Company, and you may not directly or indirectly sell or transfer any ordinary
shares of the Company that you acquired in connection with your service as an executive officer or director regardless of whether you are a participant in any of the Plans. Ordinary shares of the Company subject to these restrictions include any
shares you received under the Plans, any incentive stock plan, the Director Deferred Compensation Plan I, the Director Deferred Compensation Plan II, the Executive Deferred Compensation Plan I, the Executive Deferred Compensation Plan II and the
Supplemental Employee Savings Plan. You also may not exercise any stock options during the Blackout Period. In addition, the rule against “indirect” sales or purchases, etc., can extend these prohibitions to transfers or acquisitions of ordinary
shares of the Company by immediate family members living with you or trusts or other entities in which you have an interest.
The trading prohibition above does not apply, however, to certain transactions, such as qualified Rule 10b5-1 trading plan transactions and
bona fide gifts. Although there are certain limited exempt transactions, the rules are complex, and engaging in a transaction that violates the rules could result in both civil and criminal penalties. Please contact Evan M. Turtz at (704) 655-4000 or
800-E Beaty Street, Davidson, North Carolina 28036, before you, any immediate family member living with you or any trust or other entity in which you have an interest engages in any acquisition, sale or other disposition of ordinary shares of the
Company during the Blackout Period, if you believe that a transaction in which you have an interest may occur during the Blackout Period, or if you have any questions concerning this notice.
During the Blackout Period and for a period of two years after the expiration of the Blackout Period, executive officers and directors of
the Company, and security holders or other interested persons, may obtain, without charge, information about this notice or about the actual beginning and ending dates of the Blackout Period by contacting Evan M. Turtz at the number and/or address
above. We will provide an updated notice to you when the Blackout Period ends.
Please keep in mind that the expected end of the Blackout Period on or around the week of March 1, 2020 for the Plans will in no way affect
any other prohibition on trading in ordinary shares of the Company, including the normal prohibition on trading in ordinary shares of the Company while in possession of material non-public information.