Pentair plc Files Definitive Proxy Statement

Ticker: PNR · Form: DEF 14A · Filed: Mar 22, 2024 · CIK: 77360

Pentair PLC DEF 14A Filing Summary
FieldDetail
CompanyPentair PLC (PNR)
Form TypeDEF 14A
Filed DateMar 22, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$4.1 billion, $855.1 million, $3.75, $0.21, $0.22
Sentimentneutral

Sentiment: neutral

Topics: Pentair, Proxy Statement, DEF 14A, Executive Compensation, Corporate Governance

TL;DR

<b>Pentair plc has filed its Definitive Proxy Statement for the period ending May 7, 2024, detailing executive compensation and corporate governance.</b>

AI Summary

PENTAIR plc (PNR) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. Pentair plc filed a Definitive Proxy Statement (DEF 14A) on March 22, 2024. The filing covers the period ending May 7, 2024. The company's fiscal year ends on December 31. Pentair plc is incorporated in L2 and operates in the Special Industry Machinery sector (SIC 3550). The filing includes details on executive compensation adjustments for PEO and Non-PEO members related to equity awards and pension values for the 2023 fiscal year.

Why It Matters

For investors and stakeholders tracking PENTAIR plc, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and potential changes, enabling informed voting decisions on related proposals. As a DEF 14A, it provides detailed information on matters to be voted on at the company's annual meeting, including director elections and executive pay, which are key to corporate governance.

Risk Assessment

Risk Level: low — PENTAIR plc shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard disclosure practices rather than immediate material events.

Analyst Insight

Shareholders should review the executive compensation details and any proposed amendments to governance policies before the shareholder meeting.

Key Numbers

  • 2024-03-22 — Filing Date (DEF 14A)
  • 2024-05-07 — Period of Report (DEF 14A)
  • 2023-12-31 — Fiscal Year End (Company Data)
  • 3550 — SIC Code (Special Industry Machinery)

Key Players & Entities

  • PENTAIR plc (company) — Registrant
  • 0000077360 (company) — Central Index Key
  • 3550 (regulator) — Standard Industrial Classification
  • 2024-03-22 (date) — Filing Date
  • 2024-05-07 (date) — Period of Report
  • 2023-12-31 (date) — Fiscal Year End

FAQ

When did PENTAIR plc file this DEF 14A?

PENTAIR plc filed this Proxy Statement (DEF 14A) with the SEC on March 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PENTAIR plc (PNR).

Where can I read the original DEF 14A filing from PENTAIR plc?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PENTAIR plc.

What are the key takeaways from PENTAIR plc's DEF 14A?

PENTAIR plc filed this DEF 14A on March 22, 2024. Key takeaways: Pentair plc filed a Definitive Proxy Statement (DEF 14A) on March 22, 2024.. The filing covers the period ending May 7, 2024.. The company's fiscal year ends on December 31..

Is PENTAIR plc a risky investment based on this filing?

Based on this DEF 14A, PENTAIR plc presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard disclosure practices rather than immediate material events.

What should investors do after reading PENTAIR plc's DEF 14A?

Shareholders should review the executive compensation details and any proposed amendments to governance policies before the shareholder meeting. The overall sentiment from this filing is neutral.

How does PENTAIR plc compare to its industry peers?

Pentair plc operates in the Special Industry Machinery sector, focusing on products and services for water and fluid management, as well as equipment and systems for the food and beverage industry.

Are there regulatory concerns for PENTAIR plc?

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies.

Industry Context

Pentair plc operates in the Special Industry Machinery sector, focusing on products and services for water and fluid management, as well as equipment and systems for the food and beverage industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the detailed executive compensation breakdown for PEO and Non-PEO members.
  2. Examine any proposed changes to the company's governance structure or bylaws.
  3. Vote on proposals presented in the proxy statement, particularly director elections and executive compensation plans.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for public companies regarding shareholder meetings and executive compensation, rather than a report on recent financial performance.

Filing Stats: 4,564 words · 18 min read · ~15 pages · Grade level 15.5 · Accepted 2024-03-22 16:24:36

Key Financial Figures

  • $4.1 billion — . 2023 Business Results Highlights* $4.1 billion OF SALES Flat compared to FY2022 $85
  • $855.1 million — ion OF SALES Flat compared to FY2022 $855.1 million OF SEGMENT INCOME* 11% from FY2022
  • $3.75 — OF SEGMENT INCOME* 11% from FY2022 $3.75 ADJUSTED EARNINGS PER SHARE* 2% from
  • $0.21 — INCREASED QUARTERLY CASH DIVIDEND from $0.21 $0.22 per share RETURN ON SALES* of
  • $0.22 — SED QUARTERLY CASH DIVIDEND from $0.21 $0.22 per share RETURN ON SALES* of 20.8%
  • $145.2 million — SALES* of 20.8% 220 bps from FY2022 $145.2 million CASH RETURNED TO SHAREHOLDERS in cash
  • $550.4 million — SH FLOW* from continuing operations of $550.4 million 94% from FY2022 ROIC of 14.3% * P

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 52 Summary Compensation Table 52 Grants of Plan-Based Awards in 2023 54 Outstanding Equity Awards at December 31, 2023 55 2023 Option Exercises and Stock Vested Table 57 2023 Pension Benefits 57 2023 Nonqualified Deferred Compensation Table 59 Potential Payments Upon Termination or Change in Control 60 CEO Pay Ratio 66 Pay Versus Performance 67 Tabular List of Important Performance Measures Used to Link Pay and Performance 69 Description of Relationship Between Pay and Performance 69 PROPOSAL 3 — Ratify, b y Nonbinding, Advisory Vote , the Appointment of Deloitte & Touche LLP as the Independent Auditor of Pentair plc and to Authorize, by Binding Vote, the Audit a nd Finance Committee of the Board of Directors to Set the Auditor's Remuneration 71 Audit Matters 72 Audit and Finance Committee Pre-approval Policy 72 Fees Paid to the Independent Auditors 72 Audit a nd Finance Committee Report 73 PROPOSAL 4 — Authorize the Board of Directors to Allot New Shares Under Irish Law 74 PROPOSAL 5 — Authorize the Board of Directors to Opt-out of Statutory Preemption Rights Under Irish Law 75 PROPOSAL 6 — Authorize the Price Range at Which Pentair Plc c an Re-allot Shares it Holds as Treasury Shares Under Irish Law 76 77

Security Ownership

Security Ownership 77 Delinquent Section 16(a) Report 78 Questions and Answers about the Annua l General Meeting and Voting 79 Shareholder Proposals and Nominations for the 2025 Annual General Meeting of Shareholders 83 Irish Disclosure of Shareholder Interests 84 2023 Annual Report on Form 10-K 85 Reduce Duplicate Mailings 86 Appendix A — Reconciliation of GAAP to Non-GAAP Financial Measures A- 1 Frequently Requested Information D irector Dashboard 7 Shareholder Engagement 9 Board Leadership Structure 19 S ummary 2023 Financial Results 31 Compensation Governance Best Practices 35 Clawback Policy 50 4 Pentair | 2024 Proxy Statement Business and Financial Results Business Overview At Pentair, we help the world sustainably move, improve and enjoy water, life's most essential resource. From our residential and commercial water solutions to industrial water management and everything in between, Pentair is focused on smart, sustainable water solutions that help people and the planet thrive. Strategy Our vision is to be the world's most valued sustainable water solutions company for our employees, customers and shareholders. As a company, we: u Focus on growth in our core businesses and strategic initiatives; u Accelerate digital, innovation, technology and environmental, social and governance ("ESG") investments; u Expedite growth and drive margin expansion through our Transformation Program; and u Build a high performance growth culture and deliver on our commitments while living our Win Right values. 2023 Business Results Highlights* $4.1 billion OF SALES Flat compared to FY2022 $855.1 million OF SEGMENT INCOME* 11% from FY2022 $3.75 ADJUSTED EARNINGS PER SHARE* 2% from FY2022 INCREASED QUARTERLY CASH DIVIDEND from $0.21 $0.22 per share RETURN ON SALES* of 20.8% 220 bps from FY2022 $145.2 million CASH RETURNED TO SHAREHOLDERS in cash dividends in FY2023 FREE CASH FLOW* from continuing ope

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