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): September 28, 2023


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 (see General Instruction A.2. below):


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.

On September 28, 2023, the Board of Directors (the “Board”) of Ingersoll Rand Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board from nine to eleven members and elected Julie Schertell and JoAnna Sohovich to fill the vacancies so created, both effective October 2, 2023, to serve until the Company’s 2024 Annual Meeting of Stockholders and until the election and qualification of their respective successors or death, resignation, retirement, disqualification or removal.

Additionally, the Board appointed (i) Ms. Sohovich as a member of the Audit Committee of the Board, effective upon becoming a director, and (ii) Ms. Schertell as a member of the Nominating and Corporate Governance Committee and Sustainability Committee of the Board, effective upon becoming a director.

The Board has determined that each of Mses. Schertell and Sohovich qualify as an independent director for service on the Board and the respective committees to which they were assigned under the listing standards of the New York Stock Exchange, the Company’s Corporate Governance Guidelines and rules of the Securities and Exchange Commission (“SEC”), as applicable.

Each of Mses. Schertell and Sohovich has (i) no arrangements or understandings with any other person pursuant to which she was selected as a director and (ii) no direct or indirect material interest in any transactions that would require disclosure under Item 404(a) of Regulation S-K.

In connection with their service on the Board and respective committees, as a non-employee director, each of Mses. Schertell and Sohovich will be compensated on a prorated basis in accordance with the Company’s compensation policy for non-employee directors of the Board as described under “Description of Director Compensation” in the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders filed with the SEC on April 28, 2023, which description is incorporated by reference herein.

Item 7.01
Regulation FD Disclosure.

On September 28, 2023, the Company issued a press release announcing the appointments of Mses. Schertell and Sohovich as new directors. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description
 
Press Release issued by Ingersoll Rand Inc., dated September 28, 2023.
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
   
Name: Andrew Schiesl
   
Title: Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary
     
Date: September 28, 2023
   




Exhibit 99.1


Contacts:
Investor Relations:
Media:
Matthew.Fort@irco.com
Sara.Hassell@irco.com

Ingersoll Rand Announces Addition of Julie Schertell and
JoAnna Sohovich to Board of Directors

DAVIDSON, N.C. – September 28, 2023 – Ingersoll Rand Inc. (NYSE:IR), a global provider of mission-critical flow creation and industrial solutions, today announced the appointment of Julie Schertell and JoAnna Sohovich to its Board of Directors effective October 2, 2023.

Schertell currently serves as the president and chief executive officer (CEO) for Mativ (NYSE: MATV), a leading global manufacturer of specialty materials, and serves on its Board of Directors. She brings more than three decades of experience and expertise in executing successful global strategies across the consumer-packaged goods, commercial and industrial products, and specialty materials segments. Formerly president and CEO of Neenah, Inc., she held numerous leadership positions within the company where she drove large-scale transformation across the organization focusing on both organic growth through innovative go-to-market approaches and inorganic growth through targeted strategic acquisitions.

Sohovich is the chair of the Board of Directors for Chamberlain Group, a global leader in smart access solutions across residential and commercial properties. She assumed the role of chair in January 2022 after having served as CEO of Chamberlain Group from February 2016 until December 2021. With two decades of experience in driving innovation, digital transformation, and strategic growth initiatives, Sohovich excels at developing global and scalable strategies for large and complex businesses. She has had functional leadership across quality, business development, product and channel management, as well as projects devoted to big data and the internet of things (IoT). She also serves as a board member for Barnes Group and the U.S. Naval Academy Foundation.

“I am excited to welcome Julie and JoAnna to our Board,” said Vicente Reynal, chairman and CEO of Ingersoll Rand. “Both Julie and JoAnna bring unique experiences that further support our strategic imperatives. Julie’s background of driving transformative growth through both organic and inorganic strategies fully supports two critical pillars of our economic growth engine. JoAnna’s product innovation experience, particularly in IoT, will further help drive our digital growth strategy. We will benefit from both of their valuable perspectives as we continue to drive value through our compounder growth model.

About Ingersoll Rand Inc.
Ingersoll Rand Inc. (NYSE:IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to helping make life better for our employees, customers and communities. Customers lean on us for our technology-driven excellence in mission-critical flow creation and industrial solutions across 40+ respected brands where our products and services excel in the most complex and harsh conditions. Our employees develop customers for life through their daily commitment to expertise, productivity and efficiency. For more information, visit www.IRCO.com.

Company Name

Company address
www.irco.com


Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to Ingersoll Rand Inc.’s (the “Company” or “Ingersoll Rand”) expectations regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavour,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “on track to” “will continue,” “will likely result,” “guidance” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements other than historical facts are forward-looking statements. These forward-looking statements are based on Ingersoll Rand’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from these current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others: (1) adverse impact on our operations and financial performance due to natural disaster, catastrophe, global pandemics (including COVID-19), geopolitical tensions, cyber events or other events outside of our control; (2) unexpected costs, charges or expenses resulting from completed and proposed business combinations; (3) uncertainty of the expected financial performance of the Company; (4) failure to realize the anticipated benefits of completed and proposed business combinations; (5) the ability of the Company to implement its business strategy; (6) difficulties and delays in achieving revenue and cost synergies; (7) inability of the Company to retain and hire key personnel; (8) evolving legal, regulatory and tax regimes; (9) changes in general economic and/or industry specific conditions; (10) actions by third parties, including government agencies; and (11) other risk factors detailed in Ingersoll Rand’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in its periodic filings with the SEC, which are available on the SEC’s website at http://www.sec.gov. The foregoing list of important factors is not exclusive.
 
Any forward-looking statements speak only as of the date of this release. Ingersoll Rand undertakes no obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
 
www.irco.com



v3.23.3
Document and Entity Information
Sep. 28, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 28, 2023
Entity File Number 001-38095
Entity Registrant Name Ingersoll Rand Inc.
Entity Central Index Key 0001699150
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 46-2393770
Entity Address, Address Line One 525 Harbour Place Drive
Entity Address, Address Line Two Suite 600
Entity Address, City or Town Davidson
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28036
City Area Code 704
Local Phone Number 655-4000
Title of 12(b) Security Common Stock, Par Value $0.01 Per Share
Trading Symbol IR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

Ingersoll Rand (NYSE:IR)
Historical Stock Chart
Von Apr 2024 bis Mai 2024 Click Here for more Ingersoll Rand Charts.
Ingersoll Rand (NYSE:IR)
Historical Stock Chart
Von Mai 2023 bis Mai 2024 Click Here for more Ingersoll Rand Charts.