Ingersoll Rand : Material Modifications to Rights of Shareholders (Form 8-K)

Material Modifications to Rights of Shareholders.

The information set forth in Item 5.03 below is incorporated herein by reference.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 16, 2021, the stockholders of Ingersoll Rand Inc. (the 'Company') voted at the Company's 2021 annual meeting of stockholders (the 'Annual Meeting') to amend the Company's Second Amended and Restated Certificate of Incorporation, as amended (the 'Certificate of Incorporation') to declassify the Company's board of directors and provide for the immediate annual election of all directors, to eliminate the supermajority stockholder vote to amend, alter, repeal or rescind provisions of the Certificate of Incorporation and to eliminate the supermajority stockholder vote required for stockholders to amend, alter, repeal or rescind provisions of the Company's bylaws. Detailed descriptions of the foregoing amendments were set forth in Proposal Nos. 1, 2 and 3 in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2021 (the 'Proxy Statement'), which descriptions are incorporated herein by reference and are qualified in their entirety by reference to the full text of the Company's Restated Certificate of Incorporation filed herewith. These amendments became effective June 16, 2021.

In addition, on June 16, 2021, the Company filed a certificate of correction with the Secretary of State of the State of Delaware to strike Article XII of the Certificate of Incorporation.

The foregoing amendments and correction are reflected in the Company's Restated Certificate of Incorporation, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

On June 16, 2021, the Company also adopted its Second Amended and Restated Bylaws (the 'Second Amended and Restated Bylaws'). The Second Amended and Restated Bylaws amends and restates the Company's Amended and Restated Bylaws to:

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change the vote required to elect directors from a plurality of votes cast to a majority of votes cast except in the case of contested elections, in which case the vote required remains a plurality of votes cast;

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limit the number of nominees a stockholder may nominate for election at an annual meeting to the number of directors to be elected at such meeting;

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provide that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended;

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eliminate the supermajority stockholder vote required for stockholders to amend the bylaws to give effect to the amendment to the Certificate of Incorporation; and

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make certain technical, conforming, modernizing and clarifying changes.

The foregoing description of the Second Amended and Restated Bylaws is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 3.2 hereto, the terms of which are incorporated herein by reference. In addition, a version of the Second Amended and Restated Bylaws that has been marked to show changes from the Bylaws that were previously in effect is filed as Exhibit 3.3 hereto and is incorporated herein by reference.

Submission of Matters to a Vote of Security Holders.

On June 16, 2021, Ingersoll Rand Inc. (the 'Company') held its Annual Meeting. Because 384,225,068 shares of the Company's common stock, or approximately 91.61% of the 419,391,639 total shares of the Company's common stock entitled to vote at the Annual Meeting, were present in person or by proxy, a quorum was present at the Annual Meeting as required by the Company's Amended and Restated Bylaws. At the Annual Meeting, stockholders voted on the matters disclosed in the Proxy Statement. The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 - Approval of Amendment to the Certificate of Incorporation to Declassify the Board of Directors and Provide for the Immediate Annual Election of all Directors

The Company's stockholders approved the amendment of Article VI of the Certificate of Incorporation to declassify the board of directors and to provide for the immediate annual election of all directors.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
368,034,166		404,624		259,262		15,527,016

Proposal No. 2 - Approval of Amendment to the Certificate of Incorporation to Eliminate the Supermajority Stockholder Vote Required to Amend, Alter, Repeal or Rescind Provisions of the Certificate of Incorporation and to Make a Corresponding Change to the Title of Article V

The Company's stockholders approved the amendment of Article V of the Certificate of Incorporation to eliminate the supermajority stockholder vote required to amend, alter, repeal or rescind provisions of the Certificate of Incorporation and to make a corresponding change to the title of such Article V.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
367,631,280		797,581		269,191		15,527,016

Proposal No. 3 - Approval of Amendment to the Certificate of Incorporation to Eliminate the Supermajority Stockholder Vote Required for Stockholders to Amend, Alter, Repeal or Rescind Provisions of the Bylaws

The Company's stockholders approved the amendment of Article V of the Certificate of Incorporation to eliminate the supermajority stockholder vote required for stockholders to amend, alter, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
367,626,275		795,216		276,561		15,527,016

Proposal No. 4 - Ratification of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2021.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
375,191,396		8,753,430		280,242		N/A

Proposal No. 5 - Approval of Compensation Paid to Named Executive Officers

The Company's stockholders approved, in a non-binding advisory vote, the compensation paid to the Company's named executive officers.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
352,090,675		16,144,607		462,770		15,527,016

Proposal No. 6a - Election of Directors

At the annual meeting, the Company's stockholders elected the persons listed below as directors for a term expiring at the Company's 2022 annual meeting of stockholders or until their respective successors are duly elected and qualified:

	Votes Cast For		Votes Withheld		Broker Non-Votes
Peter M. Stavros	361,973,478		6,724,574		15,527,016
Kirk E. Arnold	364,189,285		4,508,767		15,527,016
Elizabeth Centoni	364,482,231		4,215,821		15,527,016
William P. Donnelly	364,348,053		4,349,999		15,527,016
Gary D. Forsee	364,411,734		4,286,318		15,527,016
John Humphrey	356,343,616		12,354,436		15,527,016
Marc E. Jones	365,718,228		2,979,824		15,527,016
Vicente Reynal	367,183,552		1,514,500		15,527,016
Joshua T. Weisenbeck	363,770,538		4,927,514		15,527,016
Tony L. White	363,695,464		5,002,588		15,527,016

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Restated Certificate of Incorporation of Ingersoll Rand Inc.
3.2		Second Amended and Restated Bylaws of Ingersoll Rand Inc.
3.3		Second Amended and Restated Bylaws of Ingersoll Rand Inc. (marked)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)