Ingersoll-Rand Reports Results of Voting From Its Annual General Meeting
Hamilton, Bermuda, June 5, 2008—Ingersoll-Rand Company Limited (NYSE:IR), a leading diversified-industrial firm, held its 2008 Annual General Meeting of shareholders in Woodcliff Lake, New Jersey, yesterday.
The items voted upon by the company's shareholders included nominations to elect 11 members of Ingersoll Rand's board of directors, a proposal to approve the amended and restated Bye-laws of the company, and the appointment of independent auditors. Also voted upon was a shareholder proposal that would urge the board of directors to adopt a policy providing for an advisory shareholder vote on executive compensation.
The preliminary results of the voting are as follows:
- All 11 individuals nominated for the board of directors, Ann C. Berzin, Gary D. Forsee, Peter C. Godsoe, Herbert L. Henkel, Constance J. Horner, H. William Lichtenberger, Theodore E. Martin, Patricia Nachtigal, Orin R. Smith, Richard J. Swift, and Tony L. White received at least 92% of the votes cast for his or her election to a one-year term, which expires at the next Annual General Meeting.
- The proposal to amend and restate the company's Bye-laws received approximately 97% of votes cast in favor and 2% opposed.
- PricewaterhouseCoopers received approximately 97% of the votes cast in favor of its appointment as independent auditor, with 2% opposed.
- A proposal urging the board of directors to adopt a policy providing for an advisory shareholder vote on executive compensation received 54% of votes cast in favor and 46% opposed.
"While we are disappointed about the outcome of the proposal requiring an advisory vote on executive compensation, the results reinforce our intention, announced in December 2007, to meet with our largest shareholders on an annual basis regarding governance matters, including executive compensation," said Herbert L. Henkel, chairman, president and chief executive officer.
"On September 26, 2008, we will hold our annual meeting with Ingersoll Rand's largest shareholders, representing more than 50% of outstanding shares, which will provide a more informative forum to discuss shareholders' concerns and suggestions. In addition, we have instituted other vehicles and mechanisms to engage shareholders in dialogue and enable them to express their views regarding corporate governance."
Ingersoll Rand is a global diversified industrial firm providing products, services and solutions to transport and protect food and perishables, secure homes and commercial properties, and enhance industrial productivity and efficiency. Driven by a 100-year-old tradition of technological innovation, we enable companies and their customers to create progress. For more information, visit www.ingersollrand.com.
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