UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 28, 2023
Ingersoll Rand Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
| 001-38095
| 46-2393770
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
525 Harbour Place Drive, Suite 600
Davidson, North Carolina 28036
(704) 655-4000
(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)
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 (see General Instruction A.2. below):
☐
| 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(s) | Name of each exchange on which registered |
Common Stock, Par Value $0.01 Per Share
| IR
| 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 28, 2023, the Board of Directors (the “Board”) of Ingersoll Rand Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board from nine to eleven members and elected Julie Schertell and JoAnna Sohovich to fill the vacancies so created, both effective October 2, 2023, to serve until the Company’s 2024 Annual Meeting of Stockholders and until the election and qualification of their respective successors or death, resignation, retirement, disqualification or removal.
Additionally, the Board appointed (i) Ms. Sohovich as a member of the Audit Committee of the Board, effective upon becoming a director, and (ii) Ms. Schertell as a member of the Nominating and Corporate Governance Committee and Sustainability Committee of the Board, effective upon becoming a director.
The Board has determined that each of Mses. Schertell and Sohovich qualify as an independent director for service on the Board and the respective committees to which they were assigned under the listing standards of the New York Stock Exchange, the Company’s Corporate Governance Guidelines and rules of the Securities and Exchange Commission (“SEC”), as applicable.
Each of Mses. Schertell and Sohovich has (i) no arrangements or understandings with any other person pursuant to which she was selected as a director and (ii) no direct or indirect material interest in any transactions that would require disclosure under Item 404(a) of Regulation S-K.
In connection with their service on the Board and respective committees, as a non-employee director, each of Mses. Schertell and Sohovich will be compensated on a prorated basis in accordance with the Company’s compensation policy for non-employee directors of the Board as described under “Description of Director Compensation” in the Company’s
Proxy Statement for its 2023 Annual Meeting of Stockholders filed with the SEC on April 28, 2023, which description is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On September 28, 2023, the Company issued a press release announcing the appointments of Mses. Schertell and Sohovich as new directors. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | | Description |
| | Press Release issued by Ingersoll Rand Inc., dated September 28, 2023. |
| 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.
| | INGERSOLL RAND INC. |
| | | |
| | By: | /s/ Andrew Schiesl |
| | | Name: Andrew Schiesl |
| | | Title: Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary |
| | | |
| Date: September 28, 2023 | | |
