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Ingersoll Rand (IR) investors approve 2026 incentive plan and all board nominees

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ingersoll Rand Inc. held its 2026 annual meeting of stockholders on June 11, 2026, where all management proposals were approved. Stockholders elected the full slate of directors for terms ending at the 2027 annual meeting. Quorum was strong, with 372,965,993 shares present, representing approximately 95.3% of the 391,332,297 common shares entitled to vote as of April 16, 2026. Stockholders ratified Deloitte & Touche LLP as independent auditor for fiscal 2026, approved on an advisory basis the executive compensation program, and approved the new Ingersoll Rand Inc. 2026 Omnibus Incentive Plan, which had been previously adopted by the board subject to stockholder approval.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented at meeting 372,965,993 shares Common stock present in person or by proxy at 2026 annual meeting
Shares entitled to vote 391,332,297 shares Common stock entitled to vote as of April 16, 2026 record date
Meeting participation rate 95.3% Percentage of entitled shares represented at the 2026 annual meeting
Votes for auditor ratification 363,304,149 votes Votes for ratifying Deloitte & Touche LLP as 2026 auditor
Votes for say-on-pay 350,614,090 votes For votes on advisory approval of executive compensation
Votes for 2026 Plan 353,964,877 votes For votes approving Ingersoll Rand Inc. 2026 Omnibus Incentive Plan
Broker non-votes on 2026 Plan 12,447,352 Broker non-votes recorded for the 2026 Omnibus Incentive Plan proposal
2026 Omnibus Incentive Plan financial
"the stockholders of the Company approved the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”)"
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding vote financial
"approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers"
broker non-votes financial
"For Votes | Against Votes | Abstain Votes | Broker Non-Votes 353,964,877 | 6,254,223 | 299,541 | 12,447,352"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
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

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:

☐
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.

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

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
  
Description
10.1
  
Ingersoll Rand Inc. 2026 Omnibus Incentive Plan.
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
Date: June 16, 2026
Name: Andrew Schiesl


Title: Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Ingersoll Rand (IR) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Omnibus Incentive Plan, ratified Deloitte & Touche LLP as independent auditor for 2026, elected all nominated directors, and passed the advisory vote approving executive compensation as described in the proxy statement.

How many Ingersoll Rand (IR) shares were represented at the 2026 annual meeting?

A total of 372,965,993 shares of common stock were present in person or by proxy, representing approximately 95.3% of the 391,332,297 shares entitled to vote as of April 16, 2026.

Was the Ingersoll Rand (IR) 2026 Omnibus Incentive Plan approved by stockholders?

Yes. The 2026 Omnibus Incentive Plan received 353,964,877 votes for, 6,254,223 against, and 299,541 abstentions, with 12,447,352 broker non-votes, resulting in stockholder approval of the plan.

Which auditing firm did Ingersoll Rand (IR) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026, with 363,304,149 votes for, 9,594,166 against, and 67,678 abstentions and no broker non-votes.

How did Ingersoll Rand (IR) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, compensation of named executive officers with 350,614,090 votes for, 9,557,163 against, 347,388 abstentions, and 12,447,352 broker non-votes, supporting the pay program described in the proxy.

Were all Ingersoll Rand (IR) director nominees elected at the 2026 meeting?

Yes. Each named director nominee, including Vicente Reynal and other board members, received more votes for than against, along with broker non-votes, and will serve until the 2027 annual meeting or until a successor is elected.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents