Trane Technologies (TT) investors approve directors, pay and auditors at 2026 AGM

Rhea-AI Filing Summary

Trane Technologies plc reported the results of its 2026 Annual General Meeting, where shareholders approved all six proposals presented. They elected eleven directors to serve until the next annual general meeting, with each nominee receiving significantly more votes "For" than "Against". For example, Kirk E. Arnold received 183,071,641 votes "For" and 1,256,303 "Against".

Shareholders gave advisory approval of the compensation of the company’s named executive officers, with 162,510,140 votes "For" and 21,363,365 "Against". They also approved the appointment of PricewaterhouseCoopers as independent auditors for the fiscal year ending December 31, 2026, and authorized the Audit Committee to set their remuneration.

In addition, shareholders approved renewing the directors’ authority to issue shares and to issue shares for cash without first offering them to existing shareholders, and approved determining the price range at which the company can reallot treasury shares. These capital authorities and treasury share permissions provide the board with flexibility in managing the company’s equity structure.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for Kirk E. Arnold: 183,071,641 votes Say-on-pay votes for: 162,510,140 votes Say-on-pay votes against: 21,363,365 votes +4 more

7 metrics

Votes for Kirk E. Arnold 183,071,641 votes Director election at 2026 AGM

Say-on-pay votes for 162,510,140 votes Advisory approval of executive compensation

Say-on-pay votes against 21,363,365 votes Advisory approval of executive compensation

Auditor appointment votes for 179,260,754 votes Approval of PricewaterhouseCoopers for 2026

Authority to issue shares votes for 194,107,911 votes Renewal of directors’ authority to issue shares

Authority to issue shares for cash votes for 177,895,192 votes Renewal of authority to issue shares for cash

Treasury share price range votes for 196,329,589 votes Approval of price range for reallotting treasury shares

Key Terms

broker non-vote, advisory approval, independent auditors, treasury shares, +1 more

5 terms

broker non-vote financial

"Nominees | For | Against | Abstain | Broker Non-Vote"

advisory approval financial

"Provided advisory approval of the compensation of the Company’s named executive officers"

independent auditors financial

"Approved the appointment of PricewaterhouseCoopers to serve as the Company’s independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

treasury shares financial

"price range at which the Company can reallot shares that it holds as treasury shares"

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.

emerging growth company regulatory

"Emerging growth company o"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

0001466258false0000000014662582026-06-042026-06-040001466258us-gaap:CommonStockMember2026-06-042026-06-040001466258us-gaap:SeniorNotesMember2026-06-042026-06-04

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) — 6/4/2026

____________________________________________

TRANE TECHNOLOGIES PLC

(Exact name of registrant as specified in its charter)

____________________________________________

Ireland			001-34400			98-0626632
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

170/175 Lakeview Drive

Airside Business Park

Swords Co. Dublin

Ireland

(Address of principal executive offices, including zip code)

+(353)(0)18707400

(Registrant’s phone 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

Name of each exchange on which registered

Ordinary Shares, Par Value $1.00 per Share

TT

New York Stock Exchange

5.250% Senior Notes due 2033

TT33

New York Stock Exchange

5.100% Senior Notes due 2034

TT34

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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. o

1

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

At the 2026 Annual General Meeting, the Company’s shareholders:

1.Elected all eleven of the Company’s nominees for director;

2.Provided advisory approval of the compensation of the Company’s named executive officers;

3.Approved the appointment of PricewaterhouseCoopers to serve as the Company’s independent auditors for the fiscal year ending December 31, 2026, and authorized the Audit Committee to set the auditors’ remuneration;

4.Approved the renewal of the Directors’ existing authority to issue shares;

5.Approved the renewal of the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders; and

6.Approved the determination of the price range at which the Company can reallot shares that it holds as treasury shares.

Proposals 1(a)-(k). Election of eleven (11) directors to hold office until the Company’s next Annual General Meeting of Shareholders:

			Nominees			For			Against			Abstain			Broker Non-Vote
(a)			Kirk E. Arnold			183,071,641			1,256,303			525,422			13,771,529
(b)			Ana P. Assis			183,581,196			799,176			472,994			13,771,529
(c)			Ann C. Berzin			176,222,852			8,150,186			480,328			13,771,529
(d)			April Miller Boise			177,983,289			6,392,908			477,169			13,771,529
(e)			Mark R. George			183,470,955			866,366			516,045			13,771,529
(f)			John A. Hayes			179,992,439			4,349,305			511,622			13,771,529
(g)			Myles P. Lee			179,319,572			5,031,086			502,708			13,771,529
(h)			Matthew F. Pine			182,710,840			1,698,623			443,903			13,771,529
(i)			David S. Regnery			168,726,528			13,893,707			2,233,131			13,771,529
(j)			Melissa N. Schaeffer			183,555,818			803,070			494,478			13,771,529
(k)			John P. Surma			179,849,441			4,515,927			487,998			13,771,529

Proposal 2. Advisory approval of the compensation of the Company’s named executive officers:

For									Against						Abstain												Broker Non Vote
162,510,140									21,363,365						979,861												13,771,529

Proposal 3. Approval of the Appointment of Independent Auditors:

For									Against						Abstain												Broker Non Vote
179,260,754									18,777,625						586,516												0

Proposal 4. Approval of the Directors’ Existing Authority to Issue Shares:

For									Against						Abstain												Broker Non Vote
194,107,911									4,007,170						509,814												0

Proposal 5. Approval of the Directors’ Authority to Issue Shares for Cash:

For									Against						Abstain												Broker Non Vote
177,895,192									20,071,250						658,453												0

Proposal 6. Approved the determination of the price range at which the Company can reallot shares that it holds as treasury shares:

For									Against						Abstain												Broker Non Vote
196,329,589									1,572,063						723,243												0

2

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.

TRANE TECHNOLOGIES PLC (Registrant)

Date:

June 5, 2026

/s/ Victoria Lazar

Victoria Lazar, Senior Vice President, General Counsel and Secretary

3

FAQ

What did Trane Technologies (TT) shareholders approve at the 2026 AGM?

Shareholders approved all six proposals, including electing eleven directors, advisory approval of executive compensation, appointing PricewaterhouseCoopers as auditors for 2026, and renewing directors’ authority to issue shares, issue shares for cash, and manage treasury share price ranges.

How did Trane Technologies (TT) shareholders vote on director elections?

All eleven director nominees were elected, each receiving more votes "For" than "Against". For example, Kirk E. Arnold received 183,071,641 votes "For" and 1,256,303 "Against", with additional abstentions and broker non-votes recorded for each nominee.

Was Trane Technologies (TT) executive compensation approved by shareholders?

Yes. Shareholders gave advisory approval to the compensation of named executive officers, with 162,510,140 votes "For", 21,363,365 "Against", 979,861 abstentions, and 13,771,529 broker non-votes recorded in the advisory say-on-pay vote.

Who will serve as Trane Technologies (TT) independent auditors for 2026?

PricewaterhouseCoopers was approved as the independent auditors for the fiscal year ending December 31, 2026. The vote recorded 179,260,754 shares "For", 18,777,625 "Against", 586,516 abstentions, and no broker non-votes in this proposal.

What share issuance authorities did Trane Technologies (TT) renew?

Shareholders renewed the directors’ existing authority to issue shares and to issue shares for cash without first offering them to existing shareholders, with 194,107,911 and 177,895,192 votes "For" respectively, supporting continued flexibility in equity and capital management.

What was decided about Trane Technologies (TT) treasury shares?

Shareholders approved determining the price range at which the company can reallot treasury shares. This proposal received 196,329,589 votes "For", 1,572,063 "Against", and 723,243 abstentions, allowing structured reissuance of shares previously repurchased and held in treasury.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 17.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 30.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 31.7 KB