8-K
Trane Technologies plc (TT)
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) — February 5, 2025
____________________________________________
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 |
| 5.100% Senior Notes due 2034 | TT34 | 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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
|---|
On February 5, 2025, the Board of Directors (the “Board”) of Trane Technologies plc (the “Company”) increased the size of the Board from 12 to 13 members and elected Matthew Pine, President and CEO of Xylem Inc., to serve as an independent member of the Board, effective April 1, 2025. Mr. Pine is expected to be a nominee for election at the Company's 2025 Annual Meeting of Shareholders. Mr. Pine has not yet been named to any committees of the Board.
Mr. Pine will participate in the non-management director compensation program described on pages 35 through 37 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024.
There are no arrangements or understandings between Mr. Pine and any other person pursuant to which Mr. Pine was elected to the Board. There are no transactions between Mr. Pine and the Company that would require disclosure under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On February 6, 2025, the Company issued a press release announcing the appointment of Mr. Pine to the Board. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. | | --- | --- || (d) | Exhibits: | | --- | --- || Exhibit No. | Description | | --- | --- | | 99.1 | Press Release of Trane Technologies plc, datedFebruary 6, 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.
| TRANE TECHNOLOGIES PLC<br><br>(Registrant) | ||
|---|---|---|
| Date: | February 6, 2025 | /s/ Evan M. Turtz |
| Evan M. Turtz, Senior Vice President, General Counsel and Secretary |
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Document
Media Contact: Investors Contact:
Travis Bullard Zachary Nagle
+1 919-802-2593 +1-704-990-3913
Media@tranetechnologies.com InvestorRelations@tranetechnologies.com
Matthew Pine, President and Chief Executive Officer of Xylem, Joins Trane Technologies Board of Directors
SWORDS, Ireland ─ February 6, 2025 ─ Trane Technologies (NYSE: TT), a global climate innovator, announced the appointment of Matthew Pine, president and CEO, Xylem Inc. (NYSE: XYL), to its Board of Directors, effective April 1, 2025.
“Matthew will be a strong addition to our Board of Directors given his global leadership experience and proven track record of transformation in large industrial companies,” said Dave Regnery, chair and CEO of Trane Technologies. “His passion for sustainability, innovation and culture will benefit Trane Technologies as we continue to drive long-term value for shareholders and create a more sustainable future.”
Pine has served as president and CEO of Xylem Inc., a leading global water solutions company, since January 2024. He also serves on the Xylem Board of Directors. Previously, Pine served as Xylem’s Chief Operating Officer and also Senior Vice President and President of Xylem’s Applied Water and Measurement and Control Solutions segments and the Americas region.
Prior to Xylem, Pine held leadership roles at United Technologies Corporation, Vestas Wind Systems and Lennox International Inc. Pine has more than 25 years of experience in general management, sales, marketing, digital and product management.
Pine is a member of the U.S. Business Roundtable and the Alliance of CEO Climate Leaders, a CEO-led community facilitated by the World Economic Forum. He holds a Master of Business Administration degree in finance from Northeastern University and a Bachelor of Arts degree in marketing from the University of Alabama.
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About Trane Technologies
Trane Technologies is a global climate innovator. Through our strategic brands Trane® and Thermo King®, and our environmentally responsible portfolio of products and services, we bring efficient and sustainable climate solutions to buildings, homes, and transportation. Learn more at tranetechnologies.com.
Forward-Looking Statements
This news release includes “forward-looking statements” within the meaning of securities laws, which are statements that are not historical facts, including statements that relate to our sustainability innovations and commitments, and the anticipated impact of these innovations and commitments. These forward-looking statements are based on our current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from our current expectations. Factors that could cause such differences can be found in our
Form 10-K for the year ended December 31, 2023, as well as our subsequent reports on Form 10-Q and other SEC filings. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. We assume no obligation to update these forward-looking statements.