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 12, 2025


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:

☐
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 5.07.
Submission of Matters to a Vote of Security Holders.

On June 12, 2025, Ingersoll Rand Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 383,328,167 shares of the Company’s common stock, or approximately 95.01% of the 403,447,247 total shares of the Company’s common stock entitled to vote at the Annual Meeting (based on a record date of April 17, 2025), were present in person or by proxy. Below are the final voting results for the following three proposals submitted to the Company’s stockholders, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting, dated April 25, 2025, filed with the Securities and Exchange Commission (the “Proxy Statement”).

Proposal No. 1 - Election of Directors

The Company’s stockholders elected the persons listed below as directors for a term expiring at the Company’s 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified:

Name
For
Votes
  
Against
Votes
  
Abstain
Votes
  
Broker
Non-Votes
Vicente Reynal
353,442,051
  
14,998,428
  
1,861,453
  
13,026,235
William P. Donnelly
352,532,813
  
17,385,124
  
383,995
  
13,026,235
Jennifer Hartsock
368,982,136
  
945,562
  
374,234
  
13,026,235
John Humphrey
365,551,464
  
4,355,896
  
394,572
  
13,026,235
Marc E. Jones
364,245,049
  
5,380,093
  
676,790
  
13,026,235
JoAnna A. Sohovich
367,318,999
  
2,604,821
  
378,112
  
13,026,235
Mark P. Stevenson
366,641,849
  
3,273,593
  
386,490
  
13,026,235
Michelle Swanenburg
369,504,916
  
408,010
  
389,006
  
13,026,235

Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2025.

For
Votes
Against
Votes
Abstain
Votes
Broker
Non-Votes
372,593,679
10,060,952
673,536
0

Proposal No. 3 - Non-Binding Vote to Approve Executive Compensation

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.

For
Votes
Against
Votes
Abstain
Votes
Broker
Non-Votes
355,188,185
14,093,734
1,020,013
13,026,235

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: June 16, 2025