PNR DEF 14A DEF-14A Report May 8, 2018 | Alphaminr
PENTAIR plc

PNR DEF 14A Report ended May 8, 2018

PENTAIR PLC
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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 8, 2018PROXY 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 and ObjectivesCompensation Committee Actions in Anticipation of Separation2017 Business ResultsShareholder Outreach and Response to 2017 Say on Pay VoteComparative Framework2017 Compensation Program ElementsBase SalariesAnnual Incentive CompensationPerquisites and Other Personal Benefits2017 Long-Term Incentive CompensationPrior Long-Term Incentive GrantsStock Ownership GuidelinesEquity Holding PolicyClawback PolicyPolicy Prohibiting Hedging and PledgingRetirement and Other 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 2017Outstanding Equity Awards at December 31, 20172017 Option Exercises and Stock Vested Table2017 Pension BenefitsNonqualified Deferred Compensation TablePotential Payments Upon Termination or Change in ControlPay RatioRisk Considerations in Compensation DecisionsPROPOSAL 3 RATIFY, BY NON-BINDING ADVISORY VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITOR 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 4 AUTHORIZE THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAWVote RequirementPROPOSAL 5 APPROVE THE REDUCTION OF THE MINIMUM NUMBER OF DIRECTORS FROM NINE TO SEVEN AND THE MAXIMUM NUMBER OF DIRECTORS FROM TWELVE TO ELEVENVote RequirementSECURITY OWNERSHIPSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEQUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTINGSHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERSIRISH DISCLOSURE OF SHAREHOLDER INTERESTS2017 ANNUAL REPORT ON FORM 10-KREDUCE DUPLICATE MAILINGSAPPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES