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Allegion plc0001579241false00015792412024-06-062024-06-060001579241us-gaap:CommonStockMember2024-06-062024-06-060001579241alle:ThreePointFivePercentSeniorNotesDue2029Member2024-06-062024-06-06


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________

FORM 8-K
____________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The
Securities Exchange Act of 1934

Date of Report – June 6, 2024
(Date of earliest event reported)
____________________________________________

ALLEGION PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)

____________________________________________

Ireland 001-35971 98-1108930
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

Block D
Iveagh Court
Harcourt Road
Dublin 2
Ireland D02 VH94
(Address of Principal Executive Offices) (Zip Code)

(353)(1) 2546200
(Registrant’s phone number, including area code)

N/A
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 exchange on which registered
Ordinary shares, par value $0.01 per share ALLE New York Stock Exchange
3.500% Senior Notes due 2029 ALLE 3 ½ New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
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 5.07 Submission of Matters to a Vote of Security Holders.

On June 6, 2024, Allegion plc (the “Company”) held its 2024 annual general meeting of shareholders (the “AGM”) in Dublin, Ireland. At the AGM, the shareholders of the Company:

(1) elected all eight 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 appointment of PricewaterhouseCoopers to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 and authorized the Audit and Finance Committee of the Board of Directors to set the independent registered public accounting firm's remuneration;
(4) renewed the Board’s authority to issue shares under Irish law; and
(5) renewed the Board’s authority to issue shares for cash without first offering shares to existing shareholders (a Special Resolution under Irish Law).

Shares were voted on these proposals as follows:

Proposals 1(a)-(h). Election of eight (8) director nominees for one-year terms beginning at the AGM and expiring at the Company’s 2025 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 71,164,529 6,214,174 61,109 3,467,805
(b) Susan L. Main 76,616,836 761,544 61,432 3,467,805
(c) Steven C. Mizell 72,898,890 4,479,715 61,207 3,467,805
(d) Nicole Parent Haughey 75,911,545 1,466,419 61,848 3,467,805
(e) Lauren B. Peters 75,890,772 1,488,910 60,130 3,467,805
(f) Ellen Rubin 76,447,763 932,113 59,936 3,467,805
(g) John H. Stone 77,200,825 177,921 61,066 3,467,805
(h) Dev Vardhan 75,911,367 1,466,127 62,318 3,467,805


Proposal 2. Advisory approval of the compensation of the Company's named executive officers:

For Against Abstain Broker Non-Votes
65,734,067 11,614,491 91,254 3,467,805


Proposal 3. Ratification of the appointment of PricewaterhouseCoopers as the Company's 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, 2024:

For Against Abstain Broker Non-Votes
77,198,849 3,677,915 30,853



Proposal 4. Approval of renewal of the Board’s authority to issue shares under Irish law.

For Against Abstain Broker Non-Votes
80,079,332 746,146 82,139


Proposal 5. Approval of renewal of the Board’s authority to issue shares for cash without first offering shares to existing shareholders (Special Resolution under Irish law):

For Against Abstain Broker Non-Votes
68,754,942 12,054,791 97,884



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)
Date: June 11, 2024 /s/ Eric Gunning
Eric Gunning
Secretary