Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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(Address of principal executive offices, including zip code)
+(i353) (0) i18707400
(Registrant’s Telephone Number, Including Area Code)
(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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
Name of each exchange on which registered
iOrdinary Shares, Par Value $1.00 per Share
iIR
iNew 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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company i☐
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 5.04Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
Ingersoll-Rand plc (the “Company”) is making changes to certain of its benefit plans to convert a stock fund within those plans into two new stock funds. In connection with these changes, on January 27, 2020, the Company
sent a notice to its directors and executive officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, informing them of a blackout period that begins at the close of market (generally 4:00 p.m. Eastern time) on
February 27, 2020 and expected to end the week of March 1, 2020 (the “Blackout Period”) that is being imposed on participants in the Ingersoll-Rand Company Employee Savings Plan, the Ingersoll-Rand Company Employee Savings Plan for Bargained
Employees, the Ingersoll-Rand Individual Account Retirement Plan for Bargaining Unit Employees at the Buffalo, New York Plant, the Ingersoll-Rand Retirement Savings Plan for Participating Affiliates in Puerto Rico, the Trane 401(k) and Thrift Plan
and the Ingersoll Rand Industrial U.S., Inc. Employee Savings Plan (collectively, the “Plans”) and notifying them of the trading restrictions applicable to them during this Blackout Period. During the Blackout Period, participants and beneficiaries
in the Plans will be unable to request exchanges or obtain loans or receive distributions that involve Plan assets invested in the Ingersoll-Rand Unitized Stock Fund.
During the Blackout Period and for a period of two years after the expiration of the Blackout Period, executive officers and directors of the Company, and security holders or other interested persons, may obtain, without
charge, information about this notice or about the actual beginning and ending dates of the Blackout Period by contacting Evan M. Turtz at (704) 655-4000 or 800-E Beaty Street, Davidson, North Carolina28036.
This notice was sent pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR, which generally prohibit executive officers and directors of an issuer from engaging in transactions involving the
issuer’s equity securities acquired in connection with their service or employment as director or executive officer during any retirement plan blackout period.
A copy of the form of notice to directors and executive officers, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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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.
