Ingersoll Rand Inc.

06/16/2026 | Press release | Distributed by Public on 06/16/2026 14:46

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.

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.

Name
For
Votes
Against
Votes
Abstain
Votes
Broker
Non-Votes
Vicente Reynal
344,570,024
8,984,329
6,964,288
12,447,352
William P. Donnelly
338,735,536
21,689,968
93,137
12,447,352
Jerome Guillen
359,075,722
1,349,338
93,581
12,447,352
Jennifer Hartsock
358,677,204
1,753,546
87,891
12,447;352
John Humphrey
350,239,633
10,190,314
88,694
12,447,352
Marc E. Jones
359,155,823
1,250,037
112,781
12,447,352
Aurobind Satpathy
358,498,226
1,926,790
93,625
12,447,352
JoAnna L. Sohovich
357,156,856
3,110,301
251,484
12,447,352
Mark P. Stevenson
356,689,076
3,739,479
90,086
12,447,352
Michelle Swanenburg
356,021,025
4,410,430
87,186
12,447,352

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.

For
Votes
Against
Votes
Abstain
Votes
Broker
Non-Votes
363,304,149
9,594,166
67,678
0

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.

For
Votes
Against
Votes
Abstain
Votes
Broker
Non-Votes
350,614,090
9,557,163
347,388
12,447,352

Proposal No. 4 - Approval of Ingersoll Rand Inc. 2026 Omnibus Incentive Plan

The Company's stockholders approved the 2026 Plan.

For
Votes
Against
Votes
Abstain
Votes
Broker
Non-Votes
353,964,877
6,254,223
299,541
12,447,352

Ingersoll Rand Inc. published this content on June 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 16, 2026 at 20:46 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]