UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2023, at the Annual General Meeting of Shareholders (the “AGM”) of Allegion plc (the “Company”), the Company’s shareholders approved the Allegion plc Incentive Stock Plan of 2023 (the “Plan”), which was previously adopted by the Company’s Board of Directors (the “Board”), subject to shareholder approval. The Plan provides for potential grants of (i) incentive stock options qualified as such under U.S. federal income tax laws (“ISOs”), (ii) stock options that do not qualify as ISOs, (iii) share appreciation rights, (iv) restricted share awards, (v) restricted share units, and (vi) other share-based awards to key employees and directors of the Company and its affiliates. The total number of ordinary shares in the capital of the Company which may be issued under the Plan is 2,675,000, plus any additional shares which may become available again under certain provisions of the Plan.
The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the AGM, the shareholders of the Company:
| (1) | elected all nine of the Company’s nominees for director; | |||||
| (2) | approved, on an advisory (non-binding basis), the compensation of the Company’s named executive officers; | |||||
| (3) | approved the Allegion plc Incentive Stock Plan of 2023; | |||||
| (4) | ratified the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 and authorized the Audit and Finance Committee of the Board to set the independent registered public accounting firm’s remuneration; | |||||
| (5) | renewed the Board’s existing authority to issue shares under Irish law; and | |||||
| (6) | renewed, as a special resolution, the Board’s existing authority to issue shares for cash without first offering shares to existing shareholders. | |||||
Shares were voted on these proposals as follows:
Proposals 1(a)-(i). Election of nine (9) director nominees for one-year terms beginning at the AGM and expiring at the Company’s 2024 Annual General Meeting of Shareholders and until their respective successors are duly elected and qualified:
| Nominees |
For |
Against |
Abstain |
Broker Non-Vote | ||||||
| (a) |
Kirk S. Hachigian | 70,492,729 | 3,121,628 | 103,202 | 4,623,479 | |||||
| (b) |
Steven C. Mizell | 64,497,265 |
9,117,229 | 103,065 | 4,623,479 | |||||
| (c) |
Nicole Parent Haughey | 72,282,076 | 1,335,117 | 100,366 | 4,623,479 | |||||
| (d) |
Lauren B. Peters | 72,279,087 | 1,338,839 | 99,633 | 4,623,479 | |||||
| (e) |
Ellen Rubin | 73,340,532 | 276,606 | 100,421 | 4,623,479 | |||||
| (f) |
Dean I. Schaffer | 72,251,368 | 1,360,876 | 105,315 | 4,623,479 | |||||
| (g) |
John H. Stone | 73,421,733 | 195,196 | 100,630 | 4,623,479 | |||||
| (h) |
Dev Vardhan | 72,343,505 | 1,272,350 | 101,704 | 4,623,479 | |||||
| (i) |
Martin E. Welch, III | 72,248,637 | 1,365,656 | 103,266 | 4,623,479 | |||||
Proposal 2. Approval of the compensation of the Company’s named executive officers on an advisory (non-binding) basis:
| For |
Against |
Abstain |
Broker Non-Vote | |||||||||
| 57,974,648 |
9,911,132 |
5,831,779 |
4,623,479 | |||||||||
Proposal 3. Approval of the Allegion plc Incentive Stock Plan of 2023:
| For |
Against |
Abstain |
Broker Non-Vote | |||||||||
| 69,138,624 |
4,391,709 |
187,226 |
4,623,479 | |||||||||
Proposal 4. Ratification of the appointment of PricewaterhouseCoopers as the independent registered public accounting firm and authorization of the Audit and Finance Committee of the Board to set the independent registered public accounting firm’s remuneration for the fiscal year ending December 31, 2023:
| For |
Against |
Abstain |
Broker Non-Vote | |||||||||
| 77,598,770 |
479,843 |
262,425 |
- | |||||||||
Proposal 5. Approval of renewal of the Board’s existing authority to issue shares under Irish law:
| For |
Against |
Abstain |
Broker Non-Vote | |||||||||
| 68,904,951 |
9,372,593 |
63,494 |
- | |||||||||
Proposal 6. Approval of renewal of the Board’s existing authority to issue shares for cash without first offering shares to existing shareholders (Special Resolution under Irish law):
| For |
Against |
Abstain |
Broker Non-Vote | |||||||||
| 77,938,458 |
310,758 |
91,822 |
- | |||||||||
Item 8.01 Other Events.
On June 8, 2023, the Board replenished the funds available for the repurchase of the Company’s ordinary shares under its existing share repurchase program and, as a result, authorized the repurchase of a total amount of up to $500 million of the Company’s ordinary shares under the program. Share repurchases may be made from time-to-time in open market, accelerated stock repurchase or privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans. The timing and manner of any share repurchase and the actual number of ordinary shares repurchased will be determined at the discretion of management based on a variety of factors, including, among others, the Company’s stock price, corporate and regulatory requirements, and other general market and economic conditions.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | |
| 10.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of Section 12 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.
| ALLEGION PLC
(Registrant) |
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| Date: June 8, 2023 |
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/s/ Eric Gunning |
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| Name: Eric Gunning Title: Secretary |
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