PNR DEF 14A DEF-14A Report May 9, 2017 | Alphaminr
PENTAIR plc

PNR DEF 14A Report ended May 9, 2017

PENTAIR PLC
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PROXIES
DEF 14A
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Filed on March 24, 2023
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Filed on April 1, 2022
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Filed on March 19, 2021
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Filed on March 20, 2020
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Filed on March 22, 2019
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Filed on March 23, 2018
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Filed on March 24, 2017
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Filed on March 25, 2016
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Filed on March 26, 2015
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Filed on March 24, 2014
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Filed on March 13, 2013
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Filed on March 9, 2012
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Filed on March 24, 2011
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Filed on March 18, 2010
TABLE OF CONTENTS
LETTER TO SHAREHOLDERSNOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERSPROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PENTAIR PLC TO BE HELD ON TUESDAY, MAY 9, 2017PROXY SUMMARYPROPOSAL 1 RE-ELECT DIRECTOR NOMINEESVote RequirementDirectors Standing for Re-ElectionDirector IndependenceDirector Qualifications; Diversity and TenureShareholder Recommendations, Nominations and Proxy AccessCORPORATE GOVERNANCE MATTERSThe Boards Role and ResponsibilitiesBoard Structure and ProcessesCommittees of the BoardAttendance at MeetingsDirector CompensationEXECUTIVE COMPENSATIONPROPOSAL 2 APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERSVote RequirementCOMPENSATION COMMITTEE REPORTCOMPENSATION DISCUSSION AND ANALYSISOverview of Compensation Program, Philosophy and Objectives2016 Business ResultsShareholder Outreach and Response to 2016 Say on Pay VoteComparative Framework2016 Compensation Program Elements2016 Long-Term Incentive CompensationPrior Long-Term Incentive GrantsStock Ownership GuidelinesEquity Holding PolicyClawback PolicyPolicy Prohibiting Hedging and PledgingRetirement and Other BenefitsPerquisites and Other Personal BenefitsExpatriate BenefitsSeverance and Change-in-Control BenefitsImpact of Tax ConsiderationsCompensation ConsultantEvaluating the Chief Executive Officers PerformanceEquity Award PracticesEXECUTIVE COMPENSATION TABLESSummary Compensation TableGrants of Plan-Based Awards In 2016Outstanding Equity Awards at December 31, 20162016 Option Exercises and Stock Vested Table2016 Pension BenefitsNonqualified Deferred Compensation TablePotential Payments Upon Termination or Change in ControlRisk Considerations in Compensation DecisionsPROPOSAL 3 NON-BINDING ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERSVote RequirementPROPOSAL 4 RATIFY, BY NON-BINDING ADVISORY VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF PENTAIR PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS REMUNERATIONVote RequirementAudit and Finance Committee Pre-approval PolicyFees Paid to the Independent AuditorsAUDIT AND FINANCE COMMITTEE REPORTPROPOSAL 5 AUTHORIZE THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAWVote RequirementPROPOSAL 6 APPROVE AMENDMENTS TO PENTAIR PLCS ARTICLES OF ASSOCIATION TO IMPLEMENT PROXY ACCESSDescription of the Proxy Access AmendmentsVote RequirementSECURITY OWNERSHIPSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEQUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTINGSHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERSIRISH DISCLOSURE OF SHAREHOLDER INTERESTS2016 ANNUAL REPORT ON FORM 10-KREDUCE DUPLICATE MAILINGSAPPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURESAPPENDIX B PROXY ACCESS AMENDMENTS TO ARTICLES OF ASSOCIATION