|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
(
|
(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)
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Item 3.03 |
Material Modifications to Rights of Shareholders.
|
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
• |
change the vote required to elect directors from a plurality of votes cast to a majority of votes cast except in the case of contested elections, in which case the vote required remains a plurality of votes cast;
|
• |
limit the number of nominees a stockholder may nominate for election at an annual meeting to the number of directors to be elected at such meeting;
|
• |
provide that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended;
|
• |
eliminate the supermajority stockholder vote required for stockholders to amend the bylaws to give effect to the amendment to the Certificate of Incorporation; and
|
• |
make certain technical, conforming, modernizing and clarifying changes.
|
Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
Votes Cast
For
|
Votes Cast
Against
|
Abstentions
|
Broker
Non-Votes
|
|||
368,034,166
|
404,624
|
259,262
|
15,527,016
|
Votes Cast
For
|
Votes Cast
Against
|
Abstentions
|
Broker
Non-Votes
|
|||
367,631,280
|
797,581
|
269,191
|
15,527,016
|
Votes Cast
For
|
Votes Cast
Against
|
Abstentions
|
Broker
Non-Votes
|
|||
367,626,275
|
795,216
|
276,561
|
15,527,016
|
Votes Cast
For
|
Votes Cast
Against
|
Abstentions
|
Broker
Non-Votes
|
|||
375,191,396
|
8,753,430
|
280,242
|
N/A
|
Votes Cast
For
|
Votes Cast
Against
|
Abstentions
|
Broker
Non-Votes
|
|||
352,090,675
|
16,144,607
|
462,770
|
15,527,016
|
Votes Cast
For
|
Votes
Withheld
|
Broker
Non-Votes
|
|||
Peter M. Stavros
|
361,973,478
|
6,724,574
|
15,527,016
|
||
Kirk E. Arnold
|
364,189,285
|
4,508,767
|
15,527,016
|
||
Elizabeth Centoni
|
364,482,231
|
4,215,821
|
15,527,016
|
||
William P. Donnelly
|
364,348,053
|
4,349,999
|
15,527,016
|
||
Gary D. Forsee
|
364,411,734
|
4,286,318
|
15,527,016
|
||
John Humphrey
|
356,343,616
|
12,354,436
|
15,527,016
|
||
Marc E. Jones
|
365,718,228
|
2,979,824
|
15,527,016
|
||
Vicente Reynal
|
367,183,552
|
1,514,500
|
15,527,016
|
||
Joshua T. Weisenbeck
|
363,770,538
|
4,927,514
|
15,527,016
|
||
Tony L. White
|
363,695,464
|
5,002,588
|
15,527,016
|
Item 9.01 |
Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
|
Restated Certificate of Incorporation of Ingersoll Rand Inc.
|
||
Second Amended and Restated Bylaws of Ingersoll Rand Inc.
|
||
Second Amended and Restated Bylaws of Ingersoll Rand Inc. (marked)
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
INGERSOLL RAND INC.
|
||
By:
|
/s/ Andrew Schiesl
|
|
Andrew Schiesl
|
||
Senior Vice President, General Counsel, Chief
Compliance Officer, and Secretary
|