Ingersoll Rand Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$IR
Industrial Machinery/Components
Industrials
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 11, 2026
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(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:
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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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.
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As described in Item 5.07 below, on June 11, 2026, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Ingersoll Rand Inc. (the
“Company”), the stockholders of the Company approved the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”), which became effective as of the date of such approval. The Board of Directors of the Company previously adopted the 2026
Plan, subject to stockholder approval.
The material terms of the 2026 Plan are described in the Company’s definitive Proxy Statement, dated April 24, 2026 (the “Proxy Statement”), under the heading “Proposal Four: Approval of Ingersoll Rand Inc.
2026 Omnibus Incentive Plan,” which description is incorporated herein by reference. The descriptions of the 2026 Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the
2026 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On June 11, 2026, at the Annual Meeting, 372,965,993 shares of the Company’s common stock, or approximately 95.3% of the 391,332,297 total shares of
the Company’s common stock entitled to vote at the Annual Meeting (based on a record date of April 16, 2026), were present in person or by proxy. Below are the final voting results for the following four proposals submitted to the Company’s
stockholders, each of which is described in more detail in the Proxy Statement.
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 2027 annual meeting of stockholders or
until their respective successors are duly elected and qualified.
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Name
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For
Votes
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Against
Votes
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Abstain
Votes
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Broker
Non-Votes
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Vicente Reynal
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344,570,024
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8,984,329
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6,964,288
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12,447,352
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William P. Donnelly
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338,735,536
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21,689,968
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93,137
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12,447,352
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Jerome Guillen
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359,075,722
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1,349,338
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93,581
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12,447,352
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Jennifer Hartsock
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358,677,204
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1,753,546
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87,891
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12,447;352
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John Humphrey
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350,239,633
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10,190,314
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88,694
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12,447,352
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Marc E. Jones
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359,155,823
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1,250,037
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112,781
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12,447,352
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Aurobind Satpathy
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358,498,226
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1,926,790
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93,625
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12,447,352
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JoAnna L. Sohovich
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357,156,856
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3,110,301
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251,484
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12,447,352
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Mark P. Stevenson
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356,689,076
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3,739,479
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90,086
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12,447,352
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Michelle Swanenburg
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356,021,025
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4,410,430
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87,186
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12,447,352
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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 2026.
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For
Votes
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Against
Votes
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Abstain
Votes
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Broker
Non-Votes
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363,304,149
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9,594,166
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67,678
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0
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Proposal No. 3 - Non-Binding Vote to Approve Executive Compensation
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in
the Proxy Statement.
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For
Votes
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Against
Votes
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Abstain
Votes
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Broker
Non-Votes
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350,614,090
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9,557,163
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347,388
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12,447,352
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Proposal No. 4 – Approval of Ingersoll Rand Inc. 2026 Omnibus Incentive Plan
The Company’s stockholders approved the 2026 Plan.
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For
Votes
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Against
Votes
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Abstain
Votes
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Broker
Non-Votes
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353,964,877
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6,254,223
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299,541
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12,447,352
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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Ingersoll Rand Inc. 2026 Omnibus Incentive Plan.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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INGERSOLL RAND INC.
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By:
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/s/ Andrew Schiesl
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Date: June 16, 2026
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Name: Andrew Schiesl
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Title: Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary
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