8-K

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 (Date of earliest event reported): April 15, 2020

Commission file number 001-11625

Pentair plc

(Exact name of Registrant as specified in its charter) 

Ireland	98-1141328
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification number)

Regal House, 70 London Road, Twickenham, London, TW13QS United Kingdom

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 44-74-9421-6154

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(s)	Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share	PNR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

☐ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 15, 2020, Pentair plc (the “Company”) announced the appointment of Robert P. Fishman as the Company’s Executive Vice President, Chief Financial Officer and Chief Accounting Officer. Mr. Fishman succeeds Mark C. Borin who previously announced his plan to resign from his position in connection with accepting an operational leadership opportunity at a private, employee-owned company. Mr. Fishman is expected to commence employment with the Company on April 20, 2020 to facilitate a smooth transition before assuming the CFO and CAO responsibilities on May 1, 2020 or such later day following the date on which the Company’s Form 10-Q for the quarter ended March 31, 2020 is filed with the SEC. Mr. Borin will remain as an Executive Vice President until his planned resignation from the Company on or about June 6, 2020.

Mr. Fishman, 56, is the former Executive Vice President and Chief Financial and Accounting Officer of NCR Corporation, a global omni-channel technology solutions company, after which he served as Senior Advisor to NCR until 2019. Mr. Fishman began working at NCR in 1996 and held numerous finance roles of increasing responsibility until he assumed the Chief Financial Officer role in 2009 until 2018. Prior to joining NCR, Mr. Fishman held finance and treasury roles at AT&T Corporation and consulting and audit roles at PricewaterhouseCoopers LLP. Mr. Fishman holds an HBA from the University of Western Ontario in London, Ontario and an M.B.A. from The Wharton School at the University of Pennsylvania in Philadelphia, Pennsylvania.

The Company’s Compensation Committee approved the compensation for Mr. Fishman. Mr. Fishman will receive an annual base salary of $650,000 and will have a target annual incentive compensation opportunity of 100% of his base salary, and Mr. Fishman’s annual incentive for 2020 will be pro-rated for the portion of the year he is employed. In lieu of his annual long-term incentive award for 2020, Mr. Fishman will receive an initial equity award consisting of restricted stock units with a grant date fair value of $1,500,000 that will cliff vest at the end of three years.

Mr. Fishman is also eligible to receive other benefits provided to executive officers as included in the Company’s 2020 Proxy Statement, including a Key Executive Employment and Severance Agreement (the “KEESA”) that will be effective upon his commencement of employment with the Company. The KEESA will provide that Mr. Fishman could be entitled to certain severance and other benefits following a “change in control” (as defined in the KEESA) of the Company if Mr. Fishman is involuntarily terminated, other than for death, disability or “cause” (as defined in the KEESA), or if Mr. Fishman terminates his employment for conditions that constitute “good reason” (as defined in the KEESA). The foregoing description of the KEESA is qualified in its entirety by reference to the full text of the KEESA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 15, 2020, the Company also announced that Karl R. Frykman, the Company’s Executive Vice President and Chief Operating Officer, will no longer serve in his officer positions on June 6, 2020 and the role of COO will be eliminated at that time. Mr. Frykman will remain employed with the Company at his current compensation through December 31, 2020 to assist with a smooth transition. In connection with the elimination of Mr. Frykman’s role, Mr. Frykman is eligible to receive a cash separation payment equal to two times his annual base salary and target bonus that will be payable in two lump sum payments in January 2021 and January 2022, as well as a payment of Mr. Frykman’s annual incentive for 2020 based on actual results and payable at the same time that annual incentive awards are paid to the Company’s other executive officers. He is also eligible to receive a healthcare subsidy payment equal to 24 months of the employer portion of his medical benefits payable on the first lump sum payment date and outplacement services valued at up to $15,000. These separation benefits are contingent upon Mr. Frykman signing and not rescinding a release of claims and complying with certain post-termination covenants, including a two-year non-competition and non-solicitation agreement.

A copy of the press release announcing these and other management changes is filed herewith as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(c) Shell Company Transactions. Not applicable

(d) Exhibits:

(10.1)	Form of Key Executive Employment and Severance Agreement for Robert P. Fishman (Incorporated by reference to Exhibit 10.3 in the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended June 30, 2018 (File No. 001-11625)).
(99.1)	Pentair plc Press Release dated April 15, 2020 announcing appointments to executive leadership team.
(104)	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 15, 2020.

PENTAIR PLC
Registrant
By	/s/ Karla C. Robertson
	Karla C. Robertson
	Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Pentair Announces Appointments to Executive Leadership Team

Bob Fishman named EVP, CFO and CAO;

Mario D’Ovidio named EVP and President, Consumer Solutions;

Jerome Pedretti promoted to EVP and President, Industrial & Flow Technologies

LONDON, United Kingdom – April 15, 2020 – Pentair plc (NYSE: PNR), a leading global water company, announced today three appointments to its executive leadership team, naming Bob Fishman as Executive Vice President, Chief Financial Officer and Chief Accounting Officer and Mario D’Ovidio as Executive Vice President and President of the Consumer Solutions segment. Jerome Pedretti has been promoted to Executive Vice President and President of the Industrial & Flow Technologies segment. Each will report to John Stauch, Pentair President and CEO.

Fishman is a recognized leader with broad experience in finance. Prior to joining Pentair, he was formerly Executive Vice President and Chief Financial and Accounting Officer for NCR Corporation, a global omni-channel technology solutions company. He served in this role from 2009 to 2018, after which he was a Senior Advisor to NCR until 2019. Fishman began working at NCR in 1996 and held numerous finance roles of increasing responsibility until he assumed the Chief Financial Officer role in 2009. Prior to joining NCR, he held finance and treasury roles at AT&T Corporation and finance and audit roles at PricewaterhouseCoopers LLP. Fishman holds an HBA from the University of Western Ontario in London, Ontario and an MBA from The Wharton School at the University of Pennsylvania in Philadelphia, Pennsylvania. Fishman will join Pentair on April 20, and is expected to assume the EVP, CFO and CAO roles on May 1. Mark Borin, whose resignation as CFO was previously announced, is expected to remain with Pentair until early June.

D’Ovidio brings a significant amount of leadership experience in managing consumer sales and engagement through multiple channels to Pentair. D’Ovidio was most recently SVP, Sales, Service and Ownership Solutions at Electrolux. Prior to Electrolux, D’Ovidio led global product and services businesses at Husqvarna Group and Whirlpool Corporation. Earlier in his career, D’Ovidio held a number of product development, sales and strategy roles at Fiat Chrysler (formerly DaimlerChryslerAG). D’Ovidio holds a B.B.A from Wilfrid Laurier University in Ontario, Canada and an MBA from Athabasca University in Alberta, Canada. D’Ovidio will join Pentair on May 4.

Pedretti has been with Pentair for nearly 15 years and has held positions of increasing responsibility across Business Development, EMEA, Valves & Controls and Aquatic Systems and most recently leading the Industrial and Flow Technologies Segment. Pedretti has made significant contributions to Pentair’s strategy, operations and as a champion of talent. Pedretti’s new role is also effective May 4.

In connection with these changes, Pentair is eliminating the role of Chief Operating Officer (COO) effective June 6, 2020. Karl Frykman, Executive Vice President and COO will continue to work with D’Ovidio and Pedretti to ensure a smooth transition of the segments and businesses, and will also continue to work with John Stauch in an advisory capacity until December 31, 2020.

“Karl joined Pentair in 2000, and nearly tripled the Pool business revenue and more than quadrupled the pool income during his tenure. His leadership and deep expertise in the water and pool industry drove industry-leading product innovation, enabled a customer-first sales team, elevated customer loyalty, and shaped one of the best, most respected team of pool experts in the industry,” said Stauch.

- more -

After leading the Pool business, Frykman took on full responsibility for the Water Segment where he helped stabilize performance and authored a winning filtration strategy. In 2018, Frykman was appointed as EVP and Chief Operating Officer.

“I am grateful for Karl’s quiet confidence, his measured and steady leadership style, and strong counsel to me, and I look forward to his continued advice this year as we continue to execute our residential and commercial water treatment strategies,” Stauch continued. “Additionally, we are pleased to have completed our migration to our new segments and businesses, and I am excited about the leadership that Bob, Mario and Jerome will bring to their positions, and grateful for the contributions that Mark and Karl have made to Pentair.”

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This release contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “positioned,” “strategy,” “future” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the timing of filing of our Form 10-Q and completing the executive transitions. Additional information concerning these and other factors is contained in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2019. All forward-looking statements speak only as of the date of this release. Pentair plc assumes no obligation, and disclaims any obligation, to update the information contained in this release.

ABOUT PENTAIR PLC

At Pentair, we believe the health of our world depends on reliable access to clean water. We deliver a comprehensive range of smart, sustainable water solutions to homes, business and industry around the world. Our industry leading and proven portfolio of solutions enables our customers to access clean, safe water. Whether it’s improving, moving or enjoying water, we help manage the world’s most precious resource. Smart, Sustainable Water Solutions. For Life.

Pentair had revenue in 2019 of $3 billion, and trades under the ticker symbol PNR. With approximately 120 locations in 25 countries and 9,500 employees, we believe that the future of water depends on us. To learn more, visit Pentair.com.

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Contacts:

Jim Lucas

Senior Vice President, Investor Relations and Treasurer

Direct: 763-656-5575

Email: jim.lucas@pentair.com

Rebecca Osborn        

Pentair Communications

Cell: 763.203.5326

Email: rebecca.osborn@pentair.com

XML

Cover Page	Apr. 15, 2020
Cover page.
Title of 12(b) Security	Ordinary Shares, nominal value $0.01 per share
Document Type	8-K
Entity Registrant Name	Pentair plc
Document Period End Date	Apr. 15, 2020
Entity File Number	001-11625
Entity Central Index Key	0000077360
Amendment Flag	false
Entity Incorporation, State or Country Code	L2
Entity Tax Identification Number	98-1141328
Entity Address, Address Line One	Regal House
Entity Address, Address Line Two	70 London Road
Entity Address, City or Town	Twickenham, London
Entity Address, Postal Zip Code	TW13QS
Entity Address, Country	GB
Country Region	44
City Area Code	74
Local Phone Number	9421-6154
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Trading Symbol	PNR
Security Exchange Name	NYSE