Date of Report (Date of earliest event reported):February 22, 2021
Commission file number 001-38265
nVent Electric plc
(Exact name of Registrant as specified in its charter)
Ireland
98-1391970
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification number)
The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW, United Kingdom
(Address of principal executive offices)
Registrant's telephone number, including area code:44-20-3966-0279
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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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, nominal value $0.01 per share
NVT
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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (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. ¨
Explanatory Note
This Form 8-K/A amends the Current Report on Form 8-K (“Original Form 8-K”) filed by nVent Electric plc on February 26, 2021 to correct the date of the earliest event reported. All other information in the Original Form 8-K remains unchanged.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 22, 2021, the board of directors of nVent Electric plc (the “Company”) appointed Greg Scheu (“Scheu”) as a director of the Company effective as of February 26, 2021. The board of directors of the Company also appointed Mr. Scheu as a member of the Audit and Finance Committee of the board of directors of the Company effective as of February 26, 2021, and as of the same date approved a change in committee assignments for Susan M. Cameron, the Company’s Lead Director and previously a member of the Audit and Finance Committee, who became a member of the Board’s Compensation and Human Capital Committee and its Governance and Social Responsibility Committee.
Mr. Scheu will participate in the Company’s standard non-employee director compensation arrangements described under “Director Compensation” in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2020. Mr. Scheu will enter into a Deed of Indemnification with the Company, as well as an Indemnification Agreement with nVent Management Company, a subsidiary of the Company, the forms of which were filed as Exhibits 10.4 and 10.5, respectively, to Amendment No. 2 to the Registration Statement on Form 10 of the Company filed with the SEC on January 31, 2018.
SIGNATURE
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, thereunto duly authorized, on March 2, 2021.
nVent Electric plc
Registrant
By
/s/ Jon D. Lammers
Jon D. Lammers
Executive Vice President, General Counsel and Secretary
