Form 8-K - Current report

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

Cover Page	Jun. 06, 2024
Entity Information [Line Items]
Entity Central Index Key	0001579241
Entity Incorporation, State or Country Code	L2
Document Type	8-K
Entity Registrant Name	Allegion plc
Entity Address, Address Line One	Block D
Entity Address, Address Line Two	Iveagh Court
Entity Address, Address Line Three	Harcourt Road
Entity Address, City or Town	Dublin 2
Entity Address, Postal Zip Code	D02 VH94
Entity Address, Country	IE
Country Region	353
City Area Code	1
Local Phone Number	2546200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity File Number	001-35971
Entity Tax Identification Number	98-1108930
Amendment Flag	false
Document Period End Date	Jun. 06, 2024
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Ordinary shares, par value $0.01 per share
Trading Symbol	ALLE
Security Exchange Name	NYSE
Three Point Five Percent Senior Notes Due 2029 [Member]
Entity Information [Line Items]
Title of 12(b) Security	3.500% Senior Notes due 2029
Trading Symbol	ALLE 3 ½
Security Exchange Name	NYSE