8 unchanged sentences
There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: During 2024, we began a multi-year implementation of our new global enterprise resource planning (“ERP”) system at two locations within our Pool segment.
+Added: Ultimately, this ERP system will modernize several of our existing operating and transactional financial systems.
+Added: We believe this implementation will enhance our internal control over financial reporting due to improved operational functionality and further integration of related processes.
+Added: We will continue to monitor our internal control over financial reporting for effectiveness throughout this implementation.
OTHER INFORMATION
5 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.”
−Removed: 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.
2 unchanged sentences
We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to or waivers from, Pentair’s Code of Business Conduct and Ethics by posting such information on our website at http://pentair.com/en/about-us/leadership/corporate-governance .
+Added: Information required under this item with respect to our Insider Trading Policy is contained in our Proxy Statement for our 2025 annual general meeting of shareholders under the caption “Insider Trading Policy, Including Prohibiting Hedging and Pledging Policies” and is incorporated herein by reference.
We are not including the information contained on our website as part of, or incorporating it by reference into, this report.
EXECUTIVE COMPENSATION
−Removed: Information required under this item is contained in our Proxy Statement for our 2024 annual general meeting of shareholders under the captions “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation Tables” and “Corporate Governance Matters - Director Compensation” and is incorporated herein by reference.
+Added: Information required under this item is contained in our Proxy Statement for our 2025 annual general meeting of shareholders under the captions “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation Tables,” “CEO Pay Ratio” and “Corporate Governance - Director Compensation” and is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
21 unchanged sentences
(1) Consists of 947,848 shares subject to stock options, 480,918 shares subject to restricted stock units, and 435,031 shares subject to performance share awards.
−Removed: (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.
+Added: (2) Represents the weighted average exercise price of outstanding stock options and does not consider outstanding restricted stock units or performance share units.
(3) Represents securities remaining available for issuance under the 2020 Share and Incentive Plan.
−Removed: (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.
+Added: (4) Consists of 823,881 shares subject to stock options and no shares subject to restricted stock units or performance share awards.
(5) The 2012 Stock and Incentive Plan was terminated in 2020.
1 unchanged sentence
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: Information required under this item is contained in our Proxy Statement for our 2024 annual general meeting of shareholders under the captions “Proposal 1 Re-elect Director Nominees - Director Independence” and “Corporate Governance Matters - The Board’s Role and Responsibilities - Policies and Procedures Regarding Related Person Transactions” and is incorporated herein by reference.
+Added: Information required under this item is contained in our Proxy Statement for our 2025 annual general meeting of shareholders under the captions “Proposal 1 Re-Elect Director Nominees - Director Independence” and “Corporate Governance - Other Governance Policies and Practices - Policies and Procedures Regarding Related Person Transactions” and is incorporated herein by reference.
PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: Information required under this item is contained in our Proxy Statement for our 2024 annual general meeting of shareholders under the caption “Proposal 3 Ratify, by Nonbinding, Advisory Vote, the Appointment of Deloitte & Touche LLP (PCAOB ID No.
−Removed: 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.
+Added: Information required under this item is contained in our Proxy Statement for our 2025 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.
+Added: Deloitte & Touche LLP (PCAOB ID No.
+Added: 34 ) is our principal accountant.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
36 unchanged sentences
Description of Securities.
−Removed: Tax Matters Agreement, dated as of April 27, 2018, by and between Pentair plc and nVent Electric plc (Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Pentair plc filed with the Commission on April 30, 2018 (File No.
Pentair plc 2012 Stock and Incentive Plan, as amended and restated effective as of January 1, 2017.
21 unchanged sentences
Pedretti and Stephen J.
+Added: Pilla (Incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No.
+Added: 001-11625)).*
Form of Key Executive Employment and Severance Agreement for Adrian C.
12 unchanged sentences
Hooper and De’Mon L.
+Added: Wiggins (Incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No.
+Added: 001-11625)).*
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.*
+Added: Form of Employee Restricted Stock Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No.
+Added: 001-11625)).*
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.*
−Removed: Form of Stock Option Award Agreement under the Pentair plc 2020 Share and Incentive Plan.*
−Removed: Form of Performance Share Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan.*
+Added: Form of Key Talent Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No.
+Added: 001-11625)).*
+Added: Form of Stock Option Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No.
+Added: 001-11625)).*
+Added: Form of Performance Share Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No.
+Added: 001-11625)).*
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)).*
+Added: Insider Trading Policy.
List of Pentair plc subsidiaries.
9 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Compensation Recovery Policy.
+Added: Compensation Recovery Policy (Incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2023 (File No.
101 The following materials from Pentair plc’s Annual Report on Form 10-K for the year ended December 31, 2024 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, 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).
+Added: (i) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022, (ii) the Consolidated Balance Sheets as of December 31, 2024 and 2023, (iii) the Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022, (iv) the Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022, (v) the Notes to the Consolidated Financial Statements, and (vi) the information included in Part I, Item IC, Part II, Item 9B(b) and Part III, Item 10.
The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
18 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.