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Item 9A. Controls and Procedures

2022-02-22 compared with 2021-02-16 · 20 added, 44 removed, 194 unchanged (25% of the section changed)

9 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

29 unchanged sentences

2012 Stock and Incentive Plan 2,597,495 (4)

2008 Omnibus Stock Incentive Plan

Total 3,374,804 $ 42.63 (2)

(1) Consists of 86,233 shares subject to restricted stock units.

(1) Consists of 307,572 shares subject to stock options, 337,364 shares subject to restricted stock units, and 132,373 shares subject to performance share awards.

(2) Represents the weighted average exercise price of outstanding stock options and does not take into account outstanding restricted stock units or performance share units.

3 unchanged sentences

Stock options, restricted stock units and performance share awards previously granted under the 2012 Stock and Incentive Plan remain outstanding, but no further options or shares may be granted under this plan.

(6) Consists of 15,616 shares subject to stock options.

(7) The 2008 Omnibus Stock Incentive Plan was terminated in 2012.

Stock options previously granted under the 2008 Omnibus Stock Incentive Plan remain outstanding, but no further options or shares may be granted under this plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

1 unchanged sentence

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required under this item is contained in our Proxy Statement for our 2021 annual general meeting of shareholders under the caption “Proposal 3 Ratify, by Nonbinding, Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Auditor of Pentair plc and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration” and is incorporated herein by reference.

Information required under this item is contained in our Proxy Statement for our 2022 annual general meeting of shareholders under the caption “Proposal 3 Ratify, by Nonbinding, Advisory Vote, the Appointment of Deloitte & Touche LLP (PCAOB ID No.

34 ) as the Independent Auditor of Pentair plc and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration” and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

20 unchanged sentences

filed with the Commission on September 28, 2012 (File No.

Fifth Supplemental Indenture, dated as of December 18, 2012, among Pentair Finance S.A.

(as Issuer), Pentair Ltd.

(as Guarantor) and Wells Fargo Bank, National Association (as Trustee) (Incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K of Pentair Ltd.

filed with the Commission on December 18, 2012 (File No.

Sixth Supplemental Indenture, dated as of May 20, 2014, among Pentair Finance S.A., Pentair Ltd., Pentair Investments Switzerland GmbH, Pentair plc and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.3 in the Current Report on Form 8-K of Pentair plc filed with the Commission on May 20, 2014 (File No.

Seventh Supplemental Indenture, dated as of May 26, 2017, among Pentair Finance S.A., Pentair plc, Pentair Investments Switzerland GmbH and Wells Fargo Bank, National Association as trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on May 31, 2017 (File No.

Senior Indenture, dated May 2, 2011 by and among Pentair, Inc.

and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.5 to Pentair, Inc.’s Registration Statement on Form S-3 (Registration 333-173829)).

First Supplemental Indenture, dated as of May 9, 2011, among Pentair, Inc., the guarantors named therein and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.2 in the Current Report on Form 8-K of Pentair, Inc.

filed with the Commission on May 9, 2011 (File No.

Third Supplemental Indenture, dated October 1, 2012, among Pentair Ltd., Pentair, Inc.

and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K of Pentair Ltd.

filed with the Commission on October 1, 2012 (File No.

Fourth Supplemental Indenture, dated as of December 17, 2012, among Pentair, Inc.

(as Issuer), Pentair Ltd.

(as Guarantor) and Wells Fargo Bank, National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 in the Current Report on Form 8-K of Pentair Ltd.

filed with the Commission on December 18, 2012 (File No.

Fifth Supplemental Indenture, dated as of May 20, 2014, among Pentair, Inc., Pentair Ltd., Pentair Investments Switzerland GmbH, Pentair plc and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 in the Current Report on Form 8-K of Pentair plc filed with the Commission on May 20, 2014 (File No.

Sixth Supplemental Indenture, dated as of May 26, 2017, among Pentair, Inc., Pentair plc, Pentair Investments Switzerland GmbH and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Pentair plc filed with the Commission on May 31, 2017 (File No.

Credit Agreement, dated as of April 25, 2018, among Pentair plc, Pentair Investments Switzerland GmbH, Pentair Finance S.à r.l., Pentair, Inc.

and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on April 30, 2018) (File No.

Amendment No.

1, dated as of December 2, 2019, to Credit Agreement, dated as of April 15, 2018, among Pentair plc, Pentair Investments Switzerland GmbH, Pentair Finance S.à r.l., Pentair, Inc.

Amended and Restated Credit Agreement, dated as of December 16, 2021, among Pentair plc, Pentair Finance S.à r.l., Pentair, Inc.

and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on December 20, 2021 (File No.

24 unchanged sentences

001-11625)).*

Pentair plc 2008 Omnibus Stock Incentive Plan, as amended and restated effective as of January 1, 2017 (Incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2016 (File No.

001-11625)).*

Form of Assignment and Assumption Agreement, among Pentair, Inc., Pentair Ltd.

6 unchanged sentences

001-11625)).*

Form of Key Executive Employment and Severance Agreement for John H.

Jacko (Incorporated by reference to Exhibit 10.2 in the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended June 30, 2018 (File No.

001-11625)).*

Form of Key Executive Employment and Severance Agreement for Karla C.

Robertson, Kelly A.

Baker, Philip M.

Robertson, Philip M.

Rolchigo, Robert P.

4 unchanged sentences

001-11625)).*

Form of Key Executive Employment and Severance Agreement for Adrian C.

Pentair plc Compensation Plan for Non-Employee Directors, as amended and restated (Incorporated by reference to Exhibit 10.6 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No.

1 unchanged sentence

Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated effective as of January 1, 2021.

(Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2020 (File No.

001-11625)).*

Pentair, Inc.

24 unchanged sentences

001-11625)).*

Form of Executive Officer Performance Stock Unit Award Agreement for grants made on or after February 26, 2018 and prior to January 1, 2019 (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended March 31, 2018 (File No.

001-11625)).*

Form of Executive Officer Performance Stock Unit Award Agreement for grants made on or after January 1, 2019 and prior to May 5, 2020 (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2018 (File No.

12 unchanged sentences

333-238544)).*

Pentair plc Executive Officer Severance Plan.*

Pentair plc Executive Officer Severance Plan (Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2020 (File No.

001-11625)).*

Amendment No.

1 to the Pentair plc 2020 Share and Incentive Plan.*

1 to the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2020 (File No.

001-11625)).*

Amendment to Key Executive Employment and Severance Agreement, as of January 1, 2021, for John L.

Stauch, John H.

Jacko, Karla C.

Robertson, Kelly A.

Baker, Philip M.

Stauch, Karla C.

Robertson, Philip M.

Rolchigo, Robert P.

2 unchanged sentences

D’Ovidio and Stephen J.

Separation Agreement, effective December 31, 2020, between Karl Frykman and Pentair Water Pool and Spa, Inc.*

Pilla (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2020 (File No.

001-11625)).*

List of Pentair plc subsidiaries.

List of Guarantors and Subsidiary Issuers of Guaranteed Securities.

(Incorporated by reference to Exhibit 22 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended September 30, 2020 (File No.

(Incorporated by reference to Exhibit 22 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended June 30, 2021 (File No.

Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP.

23 unchanged sentences

Mona Abutaleb Stephenson

Melissa Barra

Michael Glenn

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures