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    Allegion plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/9/25 4:15:47 PM ET
    $ALLE
    Diversified Commercial Services
    Consumer Discretionary
    Get the next $ALLE alert in real time by email
    false 0001579241 Allegion plc 0001579241 2025-06-05 2025-06-05 0001579241 alle:OrdinarySharesParValue0.01PerShareMember 2025-06-05 2025-06-05 0001579241 alle:Sec3.500SeniorNotesDue2029Member 2025-06-05 2025-06-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

    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 5, 2025

     

     

     

    ALLEGION PUBLIC LIMITED COMPANY

    (Exact name of registrant as specified in its charter)

     

     

     

    Ireland 001-35971 98-1108930
    (State or other jurisdiction
    of incorporation)
    (Commission
    File Number)
    (IRS Employer
    Identification No.)

     

    Block D
    Iveagh Court
    Harcourt Road
    Dublin 2
    Ireland
    D02 VH94
    (Address of principal executive offices) (Zip Code)

     

    (353)(1) 2546200

    (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
         
    Ordinary shares, par value $0.01 per share ALLE New York Stock Exchange
         
    3.500% Senior Notes due 2029 ALLE 3 ½ 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 5.07 Submission of Matters to a Vote of Security Holders.

     

    On June 5, 2025, Allegion plc (the “Company”) held its 2025 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 and non-binding basis, the compensation of the Company’s named executive officers;
      (3) ratified the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and authorized the Audit and Finance Committee of the Board of Directors (the “Board”) to set the independent registered public accounting firm’s remuneration for the fiscal year ending December 31, 2025;
      (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 (Special Resolution under Irish Law).

     

    Set forth below are the final voting results for each proposal submitted to a vote of the Company’s shareholders at the AGM.

     

    Proposals 1(a)-(h). Election of eight director nominees for a one-year term expiring at the end of the Company’s Annual General Meeting of Shareholders in 2026 and until their respective successors are duly elected and qualified:

     

       Nominees  For   Against   Abstain   Broker Non-Votes
    (a)  Susan L. Main   74,988,108    520,212    127,307    3,759,050
    (b)  Steven C. Mizell   73,613,473    1,894,481    127,673    3,759,050
    (c)  Nicole Parent Haughey   75,009,105    499,709    126,813    3,759,050
    (d)  Lauren B. Peters   73,797,268    1,766,326    72,033    3,759,050
    (e)  Ellen Rubin   75,024,345    484,448    126,834    3,759,050
    (f)  Gregg. C. Sengstack   73,914,861    1,148,614    572,152    3,759,050
    (g)  John H. Stone   75,346,136    216,726    72,765    3,759,050
    (h)  Dev Vardhan   75,022,796    484,656    128,175    3,759,050

     

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

     

    For   Against   Abstain   Broker Non-Votes
     70,762,299    4,764,005    109,323    3,759,050

     

     

     

     

    Proposal 3. Ratification of the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, 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, 2025:

     

    For   Against   Abstain   Broker Non-Votes
     77,203,799    2,144,495    46,383    —

     

     

    Proposal 4. Approval to renew the Board’s authority to issue shares under Irish law:

     

    For   Against   Abstain   Broker Non-Votes
     78,965,368    342,995    86,314    —

     

     

    Proposal 5. Approval to renew 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
     73,957,828    5,323,583    113,266    —

     

     

     

     

     

    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.

     

        ALLEGION PLC
        (Registrant)
         
    Date: June 9, 2025 /s/ Tandra M. Foster
        Tandra M. Foster
    Deputy General Counsel and Corporate Secretary

     

     

     

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