7 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: During the year ended December 31, 2022 we completed the acquisition of Manitowoc Ice.
−Removed: As part of our ongoing integration activities associated with the Manitowoc Ice acquisition, we are reviewing the internal controls and procedures of Manitowoc Ice and working to augment our company-wide controls to reflect the risks inherent in the acquisition.
−Removed: There were no other changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
+Added: (b) During the fourth quarter of 2023, none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
3 unchanged sentences
Information required under this item with respect to executive officers is contained in Part I of this Form 10-K under the caption “Information About Our Executive Officers.”
+Added: The information to be included in our Proxy Statement for our 2024 annual general meeting of shareholders under the caption “Delinquent Section 16(a) Reports” is incorporated herein by reference.
Our Board of Directors has adopted Pentair’s Code of Business Conduct and Ethics and designated it as the code of ethics for the Company’s Chief Executive Officer and senior financial officers.
30 unchanged sentences
(3) Represents securities remaining available for issuance under the 2020 Share and Incentive Plan.
−Removed: (4) Consists of 1,954,892 shares subject to stock options, 118,976 shares subject to restricted stock units, and 113,149 shares subject to performance share awards.
+Added: (4) Consists of 1,563,198 shares subject to stock options, 6,665 shares subject to restricted stock units, and no shares subject to performance share awards.
(5) The 2012 Stock and Incentive Plan was terminated in 2020.
−Removed: 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.
+Added: Stock options and restricted stock units previously granted under the 2012 Stock and Incentive Plan remain outstanding, but no further options or shares may be granted under this plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
20 unchanged sentences
1, dated as of December 23, 2022, to Amended and Restated Credit Agreement, dated as of December 16, 2021, among Pentair plc, Pentair Finance S.à r.l., Pentair, Inc.
−Removed: and the lenders and agents party thereto.
+Added: and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2022 (File No.
Indenture, dated as of September 16, 2015, among Pentair Finance S.A.
42 unchanged sentences
Pedretti and Stephen J.
−Removed: 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.
−Removed: 001-11625)).*
Form of Key Executive Employment and Severance Agreement for Adrian C.
Chiu, Tanya L.
−Removed: Hooper and De’Mon Wiggins (Incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2021 (File No.
+Added: Hooper and De’Mon L.
+Added: Wiggins (Incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2021 (File No.
001-11625)).*
+Added: Amendment to Key Executive Employment and Severance Agreement, as of November 30, 2023, for John L.
+Added: Stauch, Karla C.
+Added: Robertson, Philip M.
+Added: Rolchigo, Robert P.
+Added: Fishman, Jerome O.
+Added: Pedretti, Stephen J.
+Added: Pilla, Adrian C.
+Added: Chiu, Tanya L.
+Added: Hooper and De’Mon L.
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.
27 unchanged sentences
001-11625)).*
−Removed: Form of Employee Restricted Stock Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Pentair plc (Reg.
−Removed: 333-238544)).*
+Added: Form of Employee Restricted Stock Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan.*
Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 of Pentair plc (Reg.
333-238544)).*
−Removed: Form of Key Talent Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 of Pentair plc (Reg.
−Removed: 333-238544)).*
−Removed: Form of Stock Option Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 of Pentair plc (Reg.
−Removed: 333-238544)).*
−Removed: Form of Performance Share Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-8 of Pentair plc (Reg.
−Removed: 333-238544)).*
+Added: Form of Key Talent Award Agreement under the Pentair plc 2020 Share and Incentive Plan.*
+Added: Form of Stock Option Award Agreement under the Pentair plc 2020 Share and Incentive Plan.*
+Added: Form of Performance Share Unit Award Agreement under the Pentair plc 2020 Share and Incentive 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.
3 unchanged sentences
001-11625)).*
−Removed: Purchase Agreement, dated March 2, 2022, by and between Welbilt, Inc., Pentair Commercial Ice LLC, and Pentair plc (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on March 4, 2022 (File No.
List of Pentair plc subsidiaries.
9 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Compensation Recovery Policy.
101 The following materials from Pentair plc’s Annual Report on Form 10-K for the year ended December 31, 2023 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language):
−Removed: (i) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020, (ii) the Consolidated Balance Sheets as of December 31, 2022 and 2021, (iii) the Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020, (iv) the Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020 and (v) the Notes to the Consolidated Financial Statements.
+Added: (i) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021, (ii) the Consolidated Balance Sheets as of December 31, 2023 and 2022, (iii) the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021, (iv) the Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021, (v) the Notes to the Consolidated Financial Statements, and (vi) the information included in Part II, Item 9B(b).
The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
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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.