Ingersoll Rand Inc. (IR)
NYSE: IR · Real-Time Price · USD
77.98
-1.88 (-2.35%)
May 1, 2026, 2:13 PM EDT - Market open
← View all transcripts

AGM 2020

Jun 16, 2020

Operator

Welcome to the 2020 Annual Meeting for Ingersoll Rand Incorporated. Our host for today's call is Peter Stavros, Chairman. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host, Mr. Stavros. You may begin.

Peter Stavros
Chairman, Ingersoll Rand

Good morning and welcome to the Annual Meeting for 2020 for Ingersoll Rand. I'm Pete Stavros, Chairman of the Board, and I will be chairing this meeting. We're holding our Annual Meeting this year as a virtual meeting. I'm joined by members of our board and members of management, including Director and CEO Vicente Reynal, CFO Vik Kini, and General Counsel and Secretary Andy Schiesl. Andy will act as Secretary of the Meeting. In addition, I'm pleased to welcome Andy Van Houtte from Deloitte & Touche, our external auditing firm, who is here to answer any appropriate questions, and finally, I'd like to welcome Greg Malatia, our Inspector of Election. Our Secretary has delivered an affidavit of distribution that shows that proper advance notice of this meeting was given to our stockholders.

A copy of the notice of meeting and the affidavit of distribution will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on April 22nd, 2020, are entitled to vote at the Annual Meeting, and a list of stockholders of record is available electronically for your review. Our first item of business is to determine whether we have a quorum for the purpose of transacting business. Andy, do you have a report?

Andrew Schiesl
General Counsel and Secretary, Ingersoll Rand

Yes, Pete. The stockholders' list shows that holders of 416,561,190 shares of the common stock of the company are entitled to vote at this meeting. The Inspector of Election reports that there are represented in person or by proxy 386,288,095 shares of common stock, or approximately 93% of all the shares entitled to vote at this meeting, so we have a quorum.

Peter Stavros
Chairman, Ingersoll Rand

Great. Thanks, Andy. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, this meeting is duly convened. So that everyone knows what to expect this afternoon, let me summarize our agenda quickly. First, I've already called the meeting to order, and we'll have Andy take care of some housekeeping. Second, we will present all of the proposals subject to a vote for your consideration. Then we'll adjourn the formal portion of the meeting and end with a Q&A session. Andy, can you please review with our stockholders a few procedural points?

Andrew Schiesl
General Counsel and Secretary, Ingersoll Rand

Yeah, of course, Pete. Thank you. First, we are recording this meeting, and you will be able to replay a recording of it from our company website. Please wait a day or so to allow the recording to be uploaded. Second, you have each been provided access to the agenda and to the rules of conduct and procedure for today's meeting on the virtual meeting page. The agenda for today's meeting sets forth the proposals for stockholder consideration and the order of business, which will be conducted in accordance with the company's bylaws and the meeting's rules of conduct and procedures. So that we have an orderly meeting, we ask everyone to abide by these rules. You can use the question box on your screen to submit questions at any time during the meeting. We cannot guarantee that we will answer all questions.

If we don't get to your question, you are welcome to ask it by using the Contact Us section of the investors' portion of our website at irco.com. Third, the polls opened at 10:00 A.M., and you are able to vote during this meeting until Pete closes the polls. Remember, if you already voted in advance by using an online ballot or a physical proxy card, a vote at this meeting will supersede your earlier vote. So unless you want to change your vote, you do not need to vote again. Finally, I'd like to point out that some of our discussion today may include forward-looking statements. Forward-looking statements are statements about, among other things, financial projections, managerial plans or objectives, or future economic performance. Actual results may differ materially from those projected by any forward-looking statements.

In our Annual Report on Form 10-K for 2019, filed on February 26th, 2020, and our quarterly report on Form 10-Q for the quarterly period ended March 31st, 2020, filed on May 15, 2020, we include sections on forward-looking statements and on risk factors that could materially and adversely affect our business. For additional information, we refer you to these filings, which are available on our website and on the Securities and Exchange Commission's website.

Peter Stavros
Chairman, Ingersoll Rand

Thank you, Andy. Would you now please present the proposals on which we need to vote?

Andrew Schiesl
General Counsel and Secretary, Ingersoll Rand

Thank you, Pete. The stockholders have two issues on the table today for their consideration. The first is to vote to fill three board seats for which Kirk Arnold, William Donnelly, and Marc Jones are all running for reelection. The second is to ratify the audit committee's choice of auditor at Deloitte & Touche. There are no additional candidates for proposals that have been properly brought before the meeting. As a reminder, if you previously voted by proxy, you do not need to vote today unless you wish to change your vote. Let's move on to the first proposal. It is to reelect Kirk Arnold, William Donnelly, and Marc Jones to the board. They will continue to be Class 3 Directors, meaning that their normal terms would run until the Annual Meeting three years from now in 2023.

Directors are elected by plurality voting, which means that those three nominees receiving the highest number of votes will be elected as directors. The board of directors recommends the election of Kirk Arnold, William Donnelly, and Marc Jones to the board. Does anyone have any questions concerning this proposal? The next proposal is the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current fiscal year 2020. This proposal will be approved if supported by the affirmative vote of a majority of the shares represented at the meeting. The board of directors recommends that stockholders vote in favor of this proposal. Does anyone have any questions concerning this proposal? Pete, we can now proceed with the voting.

Peter Stavros
Chairman, Ingersoll Rand

As a reminder, the polls are open. If you wish to vote and have not submitted your vote, please do so now. Okay, the polls are now closed. The ballots and proxies will be held by the Inspector of Election. The Inspector of Election will count the votes and provide the preliminary results.

Andrew Schiesl
General Counsel and Secretary, Ingersoll Rand

I note for the minutes that the polls close at 10:06 A.M. Okay, Pete. It appears that all ballots have been counted.

Peter Stavros
Chairman, Ingersoll Rand

Thanks, Andy. Can you report the preliminary results?

Andrew Schiesl
General Counsel and Secretary, Ingersoll Rand

Yes, Pete, I can. We have been informed by the Inspector of Election that the nominees for election to the board of directors have been duly elected and that the ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2020 has been approved.

Peter Stavros
Chairman, Ingersoll Rand

Great. I want to thank our stockholders for their support and for the trust that they put in the Ingersoll Rand team. We will publish the final voting results in the next few days on a Form 8-K. As that was the last formal order of business, I declare the official portion of the meeting adjourned. We will now continue informally with a brief Q&A session. Let me turn things over to Vicente for that portion of the meeting.

Vicente Reynal
Director and CEO, Ingersoll Rand

Thank you, Pete. We will now open the floor to questions. The representative from Deloitte & Touche introduced earlier is also available to answer appropriate questions from stockholders. It is important to know that we're unable to answer any questions on our second quarter performance on this call. Andy, have any stockholders submitted questions?

Andrew Schiesl
General Counsel and Secretary, Ingersoll Rand

Vicente, we have no questions submitted.

Vicente Reynal
Director and CEO, Ingersoll Rand

Okay, there being no further questions, let me turn the meeting back over to Pete, our Chairman.

Peter Stavros
Chairman, Ingersoll Rand

Thanks, Vicente. That was the last item on our agenda, and this concludes the informal portion of the meeting. I want to thank everyone, especially our stockholders, for their time and participation and support. It's our pleasure and privilege to be involved with such a great company, and we look forward to executing on our five key strategies and driving future stockholder value.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

Powered by