8-K

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) — June 1, 2023

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TRANE TECHNOLOGIES PLC

(Exact name of registrant as specified in its charter)

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Ireland	001-34400	98-0626632
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)

170/175 Lakeview Drive

Airside Business Park

Swords Co. Dublin

Ireland

(Address of principal executive offices, including zip code)

+(353)(0)18707400

(Registrant’s phone 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)

☐ 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	Name of each exchange on which registered
Ordinary Shares, Par Value $1.00 per Share	TT	New York Stock Exchange
5.250% Senior Notes due 2033	TT33	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 (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. o

Item 5.07.	Submission of Matters to a Vote of Security Holders

At the 2023 Annual General Meeting, the Company’s shareholders:

1.Elected all eleven of the Company’s nominees for director;

2.Provided advisory approval on the frequency of the advisory vote on the compensation of the Company’s named executive officers;

3.Provided advisory approval of the compensation of the Company’s named executive officers;

4.Approved the appointment of PriceWaterhouseCoopers to serve as the Company’s independent auditors for the fiscal year ending December 31, 2023, and authorized the Audit Committee to set the auditors’ remuneration;

5.Approved the renewal of the Directors’ existing authority to issue shares;

6.Approved the renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders; and

7.Approved the determination of the price range at which the Company can reissue shares that it holds as treasury shares.

Proposals 1(a)-(l). Election of eleven (11) directors to hold office until the Company’s next Annual General Meeting of Shareholders:

	Nominees	For	Against	Abstain	Broker Non-Vote
(a)	Kirk E. Arnold	185,570,368	5,618,069	567,937	13,239,087
(b)	Ann C. Berzin	176,737,903	14,451,239	567,232	13,239,087
(c)	April Miller Boise	185,863,936	5,323,542	568,896	13,239,087
(d)	Gary D. Forsee	171,207,318	19,980,548	568,508	13,239,087
(e)	Mark R. George	189,039,659	2,185,616	531,099	13,239,087
(f)	John A. Hayes	189,175,057	2,047,645	533,672	13,239,087
(g)	Linda P. Hudson	164,999,961	25,499,227	1,257,186	13,239,087
(h)	Myles P. Lee	185,814,754	5,278,469	663,151	13,239,087
(i)	David S. Regnery	171,419,345	19,174,583	1,162,446	13,239,087
(j)	Melissa N. Schaeffer	190,221,074	928,388	606,912	13,239,087
(k)	John P. Surma	172,649,117	18,549,276	557,981	13,239,087

Proposal 2. Advisory approval on the frequency of advisory vote on the compensation of the Company’s named executive officers:

1 Year	2 Years	3 Years	Abstain
188,048,584	579,081	2,706,779	421,930

Proposal 3. Advisory approval of the compensation of the Company’s named executive officers:

For	Against	Abstain	Broker Non Vote
174,059,638	16,714,393	982,343	13,239,087

Proposal 4. Approval of the Appointment of Independent Auditors:

For	Against	Abstain	Broker Non Vote
180,887,887	23,668,220	439,354	0

Proposal 5. Approval of the Directors’ Existing Authority to Issue Shares:

For	Against	Abstain	Broker Non Vote
198,282,051	6,262,402	451,008	0

Proposal 6. Approval of the Directors’ Authority to Issue Shares for Cash:

For	Against	Abstain	Broker Non Vote
190,780,808	13,684,834	529,819	0

Proposal 7. Approved the determination of the price range at which the Company can reissue shares that it holds as treasury shares:

For	Against	Abstain	Broker Non Vote
200,689,962	3,191,391	1,114,108	0

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.

		TRANE TECHNOLOGIES PLC<br><br>(Registrant)
Date:	June 2, 2023	/s/ Evan M. Turtz
		Evan M. Turtz, Senior Vice President, General Counsel and Secretary

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