STOCK TITAN
  1. Home
  2. Sec-filings
  3. PNR
  4. [8-K] PENTAIR plc Reports Material Event

Pentair (PNR) shareholders back directors, pay, auditor and share authorities

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

Rhea-AI Filing Summary

Pentair plc reported the results of its 2026 annual general meeting of shareholders. There were 161,602,800 ordinary shares issued and outstanding on March 6, 2026, with 147,387,379 shares, or 91.20%, represented at the meeting.

Shareholders re-elected nine directors for terms expiring at the 2027 annual general meeting. They approved, by nonbinding advisory vote, the compensation of the named executive officers, and ratified the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, while authorizing the Audit and Finance Committee to set the auditor’s remuneration.

Shareholders also approved authorizations under Irish law for the Board to allot new shares, to opt out of statutory preemption rights, and to set the price range at which the Company can re-allot treasury shares.

Positive

  • None.

Negative

  • None.
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.
Shares outstanding 161,602,800 shares Ordinary shares issued and outstanding on March 6, 2026
Shares represented 147,387,379 shares Shares represented at the 2026 annual general meeting (91.20%)
Say-on-pay support 133,060,912 votes for Nonbinding advisory vote on named executive officer compensation
Auditor ratification support 127,122,042 votes for Ratification of Deloitte & Touche LLP as 2026 independent auditor
Allotment authority support 145,388,731 votes for Authorization for Board to allot new shares under Irish law
Preemption opt-out support 129,439,361 votes for Authorization to opt out of statutory preemption rights
Treasury share price range support 146,136,706 votes for Authorization of price range for re-allotting treasury shares
nonbinding, advisory vote financial
"To approve, by nonbinding, advisory vote, the compensation of the Company’s named executive officers."
broker non-votes financial
"Each nominee for director was re-elected by a vote of the shareholders as follows"
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.
statutory preemption rights financial
"Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights Under Irish Law"
treasury shares financial
"authorize the price range at which the Company can re-allot shares it holds as treasury shares under Irish law"
Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.
independent auditor financial
"appointment of Deloitte & Touche LLP as the Company’s independent auditor for the year ending December 31, 2026"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
Understanding 8-K Material Events →
0000077360false00000773602026-05-052026-05-05
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): May 5, 2026
Pentair_Logo_Color_RGB.jpg
Pentair plc
(Exact name of Registrant as specified in its charter)
Ireland001-1162598-1141328
(State or other jurisdiction of
incorporation or organization)
(Commission
File No.)
(I.R.S. Employer
Identification No.)

Regal House, 70 London Road, Twickenham, London, TW13QS United Kingdom
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 44-74-9421-6154
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 classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per sharePNRNew 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. ☐


ITEM 5.07     Submission of Matters to a Vote of Security Holders.

Pentair plc (the “Company”) held its 2026 annual general meeting of shareholders on May 5, 2026. There were 161,602,800 ordinary shares issued and outstanding at the close of business on March 6, 2026 and entitled to vote at the annual general meeting. A total of 147,387,379 ordinary shares (91.20%) were represented at the annual general meeting.

The items voted upon at the annual general meeting and the results of the vote on each proposal were as follows:

Proposal 1. — Re-Elect Director Nominees

To re-elect nine director nominees for terms expiring at the 2027 annual general meeting of shareholders. Each nominee for director was re-elected by a vote of the shareholders as follows:
Nominees    
Votes For
Votes Against
Abstentions
Broker Non-Votes
Mona Abutaleb Stephenson
135,896,779
3,620,934
114,535
7,755,131
Melissa Barra
139,362,073
156,369
113,806
7,755,131
Tracey C. Doi
139,252,311
267,566
112,371
7,755,131
T. Michael Glenn
130,103,937
9,416,746
111,565
7,755,131
Theodore L. Harris
134,626,358
4,893,216
112,674
7,755,131
Gregory E. Knight
139,259,018
261,063
112,167
7,755,131
Michael T. Speetzen
134,211,698
5,308,458
112,092
7,755,131
John L. Stauch
137,849,784
1,662,339
120,125
7,755,131
Billie I. Williamson
127,476,246
12,044,684
111,318
7,755,131

Proposal 2. — Approve, by Nonbinding, Advisory Vote, the Compensation of the Named Executive Officers

To approve, by nonbinding, advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved by a nonbinding, advisory vote of the shareholders as follows:


Votes For
Votes Against
Abstentions
Broker Non-Votes

133,060,912
5,714,611
856,725
7,755,131

Proposal 3. — Ratify, by Nonbinding, Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor of the Company and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration

To ratify, by nonbinding, advisory vote, the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the year ending December 31, 2026 and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditor’s remuneration. The proposal was approved by a vote of the shareholders as follows:


Votes For
Votes Against
Abstentions


127,122,042
20,172,130
93,207

Proposal 4. — Authorize the Board of Directors to Allot New Shares Under Irish Law

To authorize the Board of Directors to allot new shares under Irish law. The proposal was approved by a vote of the shareholders as follows:


Votes For
Votes Against
Abstentions


145,388,731
1,881,991
116,657




Proposal 5. — Authorize the Board of Directors to Opt-Out of Statutory Preemption Rights Under Irish Law

To authorize the Board of Directors to opt-out of statutory preemption rights under Irish law. The proposal was approved by a vote of the shareholders as follows:


Votes For
Votes Against
Abstentions


129,439,361
17,795,153
152,865

Proposal 6. — Authorize the Price Range at Which the Company Can Re-Allot Shares It Holds as Treasury Shares Under Irish Law

To authorize the price range at which the Company can re-allot shares it holds as treasury shares under Irish law. The proposal was approved by a vote of the shareholders as follows:


Votes For
Votes Against
Abstentions


146,136,706
1,132,550
118,123







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 May 6, 2026.
PENTAIR PLC
Registrant
By: /s/ Lance T Bonner                    
Lance T Bonner
Executive Vice President, General Counsel and Secretary



Source: View Original Filing on SEC EDGAR

FAQ

What did Pentair (PNR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on re-electing nine directors, executive compensation, ratifying Deloitte & Touche LLP as auditor, authorizing the Board to allot new shares, opting out of statutory preemption rights, and setting the price range for re-allotting treasury shares under Irish law.

How many Pentair (PNR) shares were eligible and represented at the 2026 AGM?

There were 161,602,800 ordinary shares issued and outstanding on March 6, 2026 and entitled to vote. At the meeting, 147,387,379 shares were represented, corresponding to 91.20% of the shares eligible to vote at the annual general meeting.

Was Pentair (PNR) executive compensation approved at the 2026 shareholder meeting?

Yes. The compensation of Pentair’s named executive officers was approved by a nonbinding, advisory vote. Shareholders cast 133,060,912 votes for, 5,714,611 votes against, and 856,725 abstentions, with 7,755,131 broker non-votes recorded on this compensation proposal.

Did Pentair (PNR) shareholders ratify Deloitte & Touche LLP as auditor for 2026?

Yes. Shareholders ratified, by nonbinding advisory vote, the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, and authorized the Audit and Finance Committee to set its remuneration, with 127,122,042 votes for and 20,172,130 votes against.

What authorizations under Irish law did Pentair (PNR) shareholders approve?

Shareholders authorized the Board to allot new shares, to opt out of statutory preemption rights, and to set the price range at which the Company can re-allot shares held as treasury shares. Each of these proposals received strong shareholder support and was approved at the meeting.

Were all Pentair (PNR) director nominees re-elected at the 2026 AGM?

Yes. All nine director nominees, including Mona Abutaleb Stephenson, Melissa Barra, Tracey C. Doi, T. Michael Glenn, Theodore L. Harris, Gregory E. Knight, Michael T. Speetzen, John L. Stauch, and Billie I. Williamson, were re-elected for terms expiring at the 2027 annual general meeting.

Filing Exhibits & Attachments

3 documents

Other Documents