Ingersoll Rand Inc
For the period ended Jun 12, 2025. Filed Apr 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
INGERSOLL RAND INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
525 Harbour Place Drive, Suite 600
Davidson, North Carolina 28036
April 25, 2025
Dear Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Ingersoll Rand Inc. (the “Annual Meeting”) to be held on Thursday, June 12, 2025 at 10:30 a.m., Eastern Time. The Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visitingwww.virtualshareholdermeeting.com/IR2025. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. You will not be able to attend the Annual Meeting in person.
Please submit your proxy to have your shares voted promptly, whether or not you plan to attend the Annual Meeting. You may submit your proxy over the Internet, as well as by telephone or by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.
As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about April 25, 2025, to our stockholders of record at the close of business on April 17, 2025. The notice contains instructions on how to access our Proxy Statement and 2024 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice.
Thank you for your continued support of Ingersoll Rand Inc.
Sincerely,
Vicente Reynal
Chief Executive Officer, President and Chairman of the Board of Directors
Notice of 2025 Annual
Meeting of Stockholders
| Date and TimeThursday, June 12, 2025 10:30 a.m. Eastern Time | Virtual Meeting InformationYou can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/ IR2025. You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. | Record date/Stockholder ListApril 17, 2025. Only stockholders of record at the close of business on April 17, 2025, are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting at www.virtualshareholdermeeting.com/IR2025 when you enter your 16-Digit Control Number and such list will be available during business hours at the Company’s corporate headquarters for the ten days preceding the Annual Meeting. |
Items of business
| 2025 Proposals · Board Vote Recommendation · Page Reference (for more detail) | |||
|---|---|---|---|
| 1 | Election of the eight directors named in this Proxy Statement and nominated by our board of directors to serve until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. | FOR | Page 12 |
| 2 | Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. | FOR | Page 31 |
| 3 | Non-binding vote to approve executive compensation. | FOR | Page 34 |
| 4 | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | ||
You have three options for submitting your proxy before the Annual Meeting to have your shares voted at the Annual Meeting:
| • | Internet, through computer or mobile device such as a tablet or smartphone; |
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| • | Telephone; or |
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| • | Mail. |
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Please submit your proxy as soon as possible to record your vote promptly, even if you plan to attend the Annual Meeting via the Internet.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 12, 2025: The Proxy Statement and 2024 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2024, are available at www.proxyvote.com.
By Order of the Board of Directors,
Andrew Schiesl
April 25, 2025
Davidson, North Carolina
Ingersoll Rand 3 2025 Proxy Statement
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