Allegion plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Diversified Commercial Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The
Securities Exchange Act of 1934
Date of Report – June 6, 2024
(Date of earliest event reported)
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ALLEGION PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
(353 )(1 ) 2546200
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On June 6, 2024, Allegion plc (the “Company”) held its 2024 annual general meeting of shareholders (the “AGM”) in Dublin, Ireland. At the AGM, the shareholders of the Company:
| (1) | elected all eight of the Company's nominees for director; | ||||
| (2) | approved, on an advisory (non-binding basis), the compensation of the Company’s named executive officers; | ||||
| (3) | approved the appointment of PricewaterhouseCoopers to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 and authorized the Audit and Finance Committee of the Board of Directors to set the independent registered public accounting firm's remuneration; | ||||
| (4) | renewed the Board’s authority to issue shares under Irish law; and | ||||
| (5) | renewed the Board’s authority to issue shares for cash without first offering shares to existing shareholders (a Special Resolution under Irish Law). | ||||
Shares were voted on these proposals as follows:
Proposals 1(a)-(h). Election of eight (8) director nominees for one-year terms beginning at the AGM and expiring at the Company’s 2025 Annual General Meeting of Shareholders and until their respective successors are duly elected and qualified:
| Nominees | For | Against | Abstain | Broker Non-Vote | |||||||||||||||||||||||||
| (a) | Kirk S. Hachigian | 71,164,529 | 6,214,174 | 61,109 | 3,467,805 | ||||||||||||||||||||||||
| (b) | Susan L. Main | 76,616,836 | 761,544 | 61,432 | 3,467,805 | ||||||||||||||||||||||||
| (c) | Steven C. Mizell | 72,898,890 | 4,479,715 | 61,207 | 3,467,805 | ||||||||||||||||||||||||
| (d) | Nicole Parent Haughey | 75,911,545 | 1,466,419 | 61,848 | 3,467,805 | ||||||||||||||||||||||||
| (e) | Lauren B. Peters | 75,890,772 | 1,488,910 | 60,130 | 3,467,805 | ||||||||||||||||||||||||
| (f) | Ellen Rubin | 76,447,763 | 932,113 | 59,936 | 3,467,805 | ||||||||||||||||||||||||
| (g) | John H. Stone | 77,200,825 | 177,921 | 61,066 | 3,467,805 | ||||||||||||||||||||||||
| (h) | Dev Vardhan | 75,911,367 | 1,466,127 | 62,318 | 3,467,805 | ||||||||||||||||||||||||
Proposal 2. Advisory approval of the compensation of the Company's named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 65,734,067 | 11,614,491 | 91,254 | 3,467,805 | |||||||||||||||||
Proposal 3. Ratification of the appointment of PricewaterhouseCoopers as the Company's independent registered public accounting firm and authorization of the Audit and Finance Committee of the Board to set the independent registered public accounting firm’s remuneration for the fiscal year ending December 31, 2024:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 77,198,849 | 3,677,915 | 30,853 | — | |||||||||||||||||
Proposal 4. Approval of renewal of the Board’s authority to issue shares under Irish law.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 80,079,332 | 746,146 | 82,139 | — | |||||||||||||||||
Proposal 5. Approval of renewal of the Board’s authority to issue shares for cash without first offering shares to existing shareholders (Special Resolution under Irish law):
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 68,754,942 | 12,054,791 | 97,884 | — | |||||||||||||||||
SIGNATURE
Pursuant to the requirements of Section 12 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.
ALLEGION PLC (Registrant) | ||||||||
| Date: | June 11, 2024 | /s/ Eric Gunning | ||||||
| Eric Gunning Secretary | ||||||||