01—Abstract
Summary
Summary of the 8-K filed June 16, 2026. Cited figures are marked; the original filing is the authoritative source.
Ingersoll Rand Inc. (IR) reported the results of its June 11, 2026 annual meeting of stockholders, at which 372,965,993 shares of common stock, or approximately 95.3%a of the 391,332,297 shares entitled to vote (record date April 16, 2026), were present in person or by proxy.
Stockholders approved the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan, which became effective on approval. The Board had previously adopted the plan subject to stockholder approval. The material terms are described in the company's definitive Proxy Statement dated April 24, 2026, and the full plan is filed as Exhibit 10.1.
Stockholders elected all ten director nominees to terms expiring at the 2027 annual meeting. They also ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026 and approved, on a non-binding advisory basis, the compensation of the named executive officers. The vote totals for each proposal are reported in the filing.
For investors, the principal items are the approval of the 2026 Omnibus Incentive Plan, which governs future equity and incentive compensation, and the advisory say-on-pay vote. The filing reports the vote counts but does not describe the plan's share reserve or other economic terms, which are set out in the Proxy Statement and Exhibit 10.1.
02—Key points
Key Highlights
- Stockholders approved the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan at the June 11, 2026 annual meeting, effective on approval; the vote was 353,964,877 for, 6,254,223 against, and 299,541 abstentions.
- Approximately 95.3% of the 391,332,297 shares entitled to vote were present in person or by proxy at the annual meeting.
- All ten director nominees were elected to terms expiring at the 2027 annual meeting, including Vicente Reynal, William P. Donnelly, Jerome Guillen, Jennifer Hartsock, John Humphrey, Marc E. Jones, Aurobind Satpathy, JoAnna L. Sohovich, Mark P. Stevenson, and Michelle Swanenburg.
- Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026, with 363,304,149 votes for and 9,594,166 against.
- Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 350,614,090 votes for and 9,557,163 against.
- Director Jennifer Hartsock's and John Humphrey's support was lower than most nominees, with 1,753,546 and 10,190,314 votes against, respectively, while Donnelly received 21,689,968 votes against.
- The full 2026 Omnibus Incentive Plan is filed as Exhibit 10.1, and its material terms are described in the Proxy Statement dated April 24, 2026.
03—Questions
Frequently Asked Questions
What did stockholders approve at the June 11, 2026 annual meeting?
Stockholders elected ten directors, ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026, approved on an advisory basis the compensation of the named executive officers, and approved the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan.
When does the 2026 Omnibus Incentive Plan take effect, and where can its terms be found?
The 2026 Plan became effective on the date stockholders approved it, June 11, 2026. Its material terms are described under 'Proposal Four' in the Proxy Statement dated April 24, 2026, and the complete plan is filed as Exhibit 10.1 to the 8-K.
How did the shareholder vote on the 2026 Omnibus Incentive Plan go?
The plan was approved with 353,964,877 votes for, 6,254,223 votes against, 299,541 abstentions, and 12,447,352 broker non-votes.
Who is the company's independent auditor for fiscal 2026?
Stockholders ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal 2026, with 363,304,149 votes for, 9,594,166 against, and 67,678 abstentions.
How long do the newly elected directors serve?
Each director was elected for a term expiring at the company's 2027 annual meeting of stockholders or until a successor is duly elected and qualified.
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