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Published: 2022-06-22 16:30:28 ET
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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 16, 2022
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 Harbor 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 5.07
Submission of Matters to a Vote of Security Holders.

On June 16, 2022, Ingersoll Rand Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 376,145,345 shares of the Company’s common stock, or approximately 92.61% of the 406,123,328 total shares of the Company’s common stock entitled to vote at the Annual Meeting, were present in person or by proxy and voted on the following two proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting, dated April 29, 2022. The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 – Election of Directors

The Company’s stockholders elected the persons listed below as directors for a term expiring at the Company’s 2023 annual meeting of stockholders or until their respective successors are duly elected and qualified:
Name
  
For
Votes
    
Against
Votes
    
Abstain
Votes
    
Broker
Non-Votes
  
Kirk E. Arnold          
    
345,689,576
      
16,667,436
      
152,175
      
13,636,158
  
Elizabeth Centoni          
    
353,063,438
      
9,297,276
      
148,473
      
13,636,158
  
William P. Donnelly          
    
354,485,321
      
7,886,444
      
137,422
      
13,636,158
  
Gary D. Forsee          
    
359,525,057
      
2,826,300
      
157,830
      
13,636,158
  
John Humphrey          
    
319,185,016
      
36,626,886
      
6,697,285
      
13,636,158
  
Marc E. Jones          
    
353,367,744
      
8,974,302
      
167,141
      
13,636,158
  
Vicente Reynal          
    
346,086,821
      
16,281,756
      
140,610
      
13,636,158
  
Tony L. White          
    
351,223,515
      
11,124,339
      
161,333
      
13,636,158
  

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2022.

For
Votes
  
Against
Votes
  
Abstain
Votes
  
Broker
Non-Votes
363,527,579
  
12,486,161
  
131,605
  
N/A

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
   
Andrew Schiesl
   
Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary
     
Date: June 22, 2022