MRO Magazine

Ingersoll Rand Reports Results of Voting From 2016 Annual General Meeting


June 2, 2016
By Business Wire News

SWORDS, Ireland

Ingersoll-Rand plc (NYSE:IR), a world leader in creating comfortable, sustainable and efficient environments, held its 2015 Annual General Meeting of shareholders in Straffan, Ireland.

During the Annual General Meeting, the company’s shareholders considered 11 proposals: nominations to re-elect or elect 12 members of Ingersoll Rand’s board of directors; advisory approval of the compensation of the company’s named executive officers; appointment of independent auditors and authorization of the Audit Committee to set the auditors’ remuneration; renewal of the Board of Directors’ existing authority to issue shares; renewal of the Board of Directors’ existing authority to issue shares for cash without first offering shared to existing shareholders; a resolution to determine the price range at which the company can re-allot shares that it holds as treasury shares; amendment of the Company’s Articles of Association to implement proxy access; amendment of the Company’s Articles of Association to make certain administrative amendments in connection with the Companies Act 2014; amendment of the Company’s Memorandum of Association to make certain administrative amendments in connection with the Companies Act 2014; amendment of the Company’s Articles of Association to provide for a plurality voting standard in the event of a contested election; and amendment of the Company’s Articles of Association to grant the board sole authority to determine its size.

The preliminary results of the Annual General Meeting voting are as follows:

  • All 12 individuals nominated for the board of directors – Ann C. Berzin, John Bruton, Elaine L. Chao, Jared L. Cohon, Gary D. Forsee, Constance J. Horner, Linda P. Hudson, Michael W. Lamach, Myles P. Lee, John P. Surma, Richard J. Swift, and Tony L. White – were elected to a one-year term, which expires at the company’s next Annual General Meeting.
  • The proposal to give advisory approval of the compensation of the company’s named executive officers received approximately 94 percent of votes cast in favor.
  • The proposal to approve the appointment of PricewaterhouseCoopers as the independent auditors of the company and to authorize the Audit Committee to set the auditor’s remuneration received approximately 99 percent of the votes cast in favor.
  • The proposal to approve renewal of the Board of Directors’ existing authority to issue shares received approximately 95 percent of the votes cast in favor.
  • The proposal to approve renewal of the Board of Directors’ existing authority to issue shares for cash without first offering shared to existing shareholders received approximately 97 percent of the votes cast in favor.
  • The proposal to determine the price range at which the company can re-allot shares that it holds as treasury shares received approximately 97 percent of the votes cast in favor.
  • The proposal to amend the Company’s Articles of Association to implement proxy access received approximately 96 percent of the votes cast in favor.
  • The proposal to amend the Company’s Articles of Association to make certain administrative amendments in connection with the Companies Act 2014 received approximately 99 percent of the votes cast in favor.
  • The proposal to amend the Company’s Memorandum of Association to make certain administrative amendments in connection with the Companies Act 2014 received approximately 99 percent of the votes cast in favor.
  • The proposal to amend the Company’s Articles of Association to provide for a plurality standard in the event of a contested election received approximately 98 percent of the votes cast in favor.
  • The proposal to amend the Company’s Articles of Association to grant the board sole authority to determine its size received approximately 96 percent of the votes cast in favor.

About Ingersoll Rand

Ingersoll Rand (NYSE:IR) advances the quality of life by creating comfortable, sustainable and efficient environments. Our people and our family of brands— including Club Car®, Ingersoll Rand®, Thermo King® and Trane® —work together to enhance the quality and comfort of air in homes and buildings; transport and protect food and perishables; and increase industrial productivity and efficiency. We are a $13 global business committed to a world of sustainable progress and enduring results. For more information, visit www.ingersollrand.com.

Ingersoll Rand
Media:
Misty Zelent, 704-655-5324, mzelent@irco.com
or
Analysts:
Joe Fimbianti, 704-655-4721, joseph_fimbianti@irco.com