Post-Effective Amendment No. 1 to Form S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

0001193125-14-223303.txt : 20140623 0001193125-14-223303.hdr.sgml : 20140623 20140603082800 ACCESSION NUMBER: 0001193125-14-223303 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20140603 DATE AS OF CHANGE: 20140603 EFFECTIVENESS DATE: 20140603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTAIR LTD CENTRAL INDEX KEY: 0000077360 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 981050812 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-184150 FILM NUMBER: 14886022 BUSINESS ADDRESS: STREET 1: FREIER PLATZ 10 CITY: SCHAFFHAUSEN STATE: V8 ZIP: CH-8200 BUSINESS PHONE: 763-545-1730 MAIL ADDRESS: STREET 1: C/O PENTAIR MANAGEMENT COMPANY STREET 2: 5500 WAYZATA BLVD CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: PENTAIR INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PENTAIR INDUSTRIES INC DATE OF NAME CHANGE: 19790327 S-8 POS 1 d734488ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8

As filed with the Securities and Exchange Commission on June 3, 2014

File No. 333-184150

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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)

P.O. Box 471

Sharp Street

Walkden

Manchester

M28 8BU

United Kingdom

+44-161-703-1885

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Pentair plc 2008 Omnibus Stock Incentive Plan (formerly the Pentair Ltd. 2008 Omnibus Stock Incentive Plan)

Pentair plc Omnibus Stock Incentive Plan (formerly the Pentair Ltd. Omnibus Stock Incentive Plan)

Pentair plc Outside Directors Non-qualified Stock Option Plan (formerly the Pentair Ltd. Outside Directors Non-qualified Stock Option Plan)

(Full title of the plans)

Angela D. Lageson

Senior Vice President, General Counsel and Secretary

Pentair Management Company

5500 Wayzata Boulevard, Suite 800

Golden Valley, Minnesota 55416-1259

(763) 545-1730

with a copy to:

Benjamin F. Garmer, III

John K. Wilson

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

(Name, address and telephone number of agent for service)

(414) 271-2400

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(1)
Ordinary Shares, nominal value $0.01	N/A	N/A	N/A	N/A

(1)

The Registrant is not registering additional securities. Registration fees were originally paid by the Registrant’s predecessor in interest upon filing of the original registration statement on Form S-8. Consequently, no additional registration fees are required with respect to the filing of this Post-Effective Amendment No. 1.

EXPLANATORY NOTE

Pentair plc (the “Company” or the “Registrant”), an Irish public limited company, files this Post-Effective Amendment to the Registration Statement on Form S-8 (this “Amendment”) as the successor registrant to Pentair Ltd. (“Predecessor”), a corporation organized under the laws of Switzerland, in accordance with Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”). This Amendment is a result of Predecessor changing its jurisdiction of organization from Switzerland to Ireland and pertains to the adoption by the Company of Registration Statement No. 333-184150 (the “Registration Statement”), originally covering Predecessor’s common shares, par value CHF 0.50 (the “Predecessor Common Shares”), to be issued pursuant to the exercise of awards to the participants under the Pentair Ltd. 2008 Omnibus Stock Incentive Plan (now known as the Pentair plc 2008 Omnibus Stock Incentive Plan), the Pentair Ltd. Omnibus Stock Incentive Plan, as Amended and Restated, effective December 12, 2007 (now known as the Pentair plc Omnibus Stock Incentive Plan, as Amended and Restated, effective December 12, 2007) and the Pentair Ltd. Outside Directors Non-qualified Stock Option Plan (now known as the Pentair plc Outside Directors Non-qualified Stock Option Plan) (together, the “Plans”) and an indeterminate number of additional common shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plans.

Pursuant to the Merger Agreement, dated December 10, 2013 (the “Merger Agreement”), between the Company and Predecessor, Predecessor changed its jurisdiction of organization from Switzerland to Ireland by merging with and into the Company, effective as of June 3, 2014. The Merger Agreement was approved by the shareholders of Predecessor at the extraordinary general meeting of shareholders held on May 20, 2014, for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In accordance with the terms of the Merger Agreement, each outstanding Predecessor Common Share was converted into one of the Company’s ordinary shares, nominal value $0.01 per share (the “Company Ordinary Shares”). As a result of the Merger, each shareholder of Predecessor became a holder of Company Ordinary Shares evidencing the same proportional interests in the Company that such shareholder held in Predecessor.

In accordance with Rule 414 under the Securities Act, the Company, as the successor registrant to Predecessor, hereby expressly adopts the Registration Statement as its own for all purposes of the Securities Act and the Exchange Act. Registration fees were paid at the time of filing the original Registration Statement.

PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The following documents, filed by Predecessor or its successor registrant, the Company, with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act are incorporated herein by reference and deemed to be a part hereof:

(a)

Predecessor’s Annual Report on Form 10-K for the year ended December 31, 2013;

(b)

Predecessor’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2014;

(c)

Predecessor’s Current Reports on Form 8-K dated September 28, 2012, April 25, 2014, April 29, 2014 and May 20, 2014; and;

(d)

The Company’s Current Report on Form 8-K dated June 3, 2014.

All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement, as amended by this Amendment, that indicates that all securities offered have been sold or that deregisters all securities that remain unsold shall be deemed to be incorporated by reference in this Amendment and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Amendment to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Amendment.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

None.

Item 6.

Indemnification of Directors and Officers

Pursuant to the Company’s articles of association, subject to the provisions of, and so far as may be permitted by the Irish Companies Act of 1963 to 2013, every director or other officer of the Company (other than an auditor) shall be indemnified out of the assets of the Company, against all costs, losses, expenses and liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto including any liability incurred by him or her in defending civil or criminal proceedings which relate to anything done or omitted or alleged to have been done or omitted by him or her as an officer or employee of the Company and in which judgment is given in his or her favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he or she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him or her by the court; provided, however that the indemnity shall not extend to any liability arising from such person’s fraud or dishonesty in the performance of their duties or such officers’ conscious, intentional or willful breach of any duty to act in the best interest of the Company.

The Company maintains insurance to reimburse the Company’s directors and officers and the directors and officers of the Company’s subsidiaries for charges and expenses incurred by them for wrongful acts claimed against them by reason of their being or having been directors or officers of the Company or any of the Company’s subsidiaries.

The Company and Pentair Management Company, a Delaware corporation and subsidiary of the Company, have each entered into indemnification agreements with the directors and officers of the Company that provide for the indemnification of and the advancing of expenses to the indemnitee to the fullest extent (whether partial or complete) permitted under Irish law in the case of the Company, and under the Delaware General Corporation Law, in the case of Pentair Management Company. The indemnification agreements between the Company and the directors and officers of the Company further provide that, to the extent insurance is maintained, the Company will provide continued coverage of the indemnitee under their directors’ and officers’ liability insurance policies.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.

Exemption from Registration Claimed

Not applicable.

Item 8.

Exhibits

See the Exhibit Index, which is incorporated herein by reference.

Item 9.

Undertakings

(a)

The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement; and

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden Valley, State of Minnesota, on June 3, 2014.


PENTAIR PLC

By:		/s/ John L. Stauch
		John L. Stauch
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the capacities listed below on June 3, 2014.


SIGNATURE		TITLE

/s/ Randall J. Hogan Randall J. Hogan		Chairman and Chief Executive Officer (Principal Executive Officer)

/s/ John L. Stauch John L. Stauch		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Mark C. Borin Mark C. Borin		Corporate Controller and Chief Accounting Officer (Principal Accounting Officer and Authorized Representative in the United States)

* Glynis A. Bryan		Director

* Jerry W. Burris		Director

* Carol Anthony (John) Davidson		Director

* T. Michael Glenn		Director

* David H. Y. Ho		Director

* David A. Jones		Director

* Ronald L. Merriman		Director

* William T. Monahan		Director

* Billie Ida Williamson		Director


*By		/s/ Angela D. Lageson
		Angela D. Lageson
		Attorney-in-fact

S-1

EXHIBIT INDEX

REGISTRATION STATEMENT ON FORM S-8


Exhibit Number		Description

4.1		Amended and Restated Articles of Association of Pentair plc (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated June 3, 2014)

4.2		Pentair plc 2008 Omnibus Stock Incentive Plan, as Amended and Restated (formerly the Pentair Ltd. 2008 Omnibus Stock Incentive Plan, as Amended and Restated) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 3, 2014)

4.3		Pentair plc Omnibus Stock Incentive Plan, as Amended and Restated (formerly the Pentair Ltd. Omnibus Stock Incentive Plan, as Amended and Restated) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated June 3, 2014)

4.4		Pentair plc Outside Directors Nonqualified Stock Option Plan, as amended and restated (formerly the Pentair Ltd. Outside Directors Nonqualified Stock Option Plan, as Amended and Restated) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated June 3, 2014)

5		Opinion of Arthur Cox

23.1		Consent of Arthur Cox (included in Exhibit 5)

23.2		Consent of Deloitte & Touche LLP relating to the audited financial statements of Pentair Ltd.

23.3		Consent of Deloitte & Touche LLP relating to the audited combined financial statements of Tyco Flow Control International Ltd. and the Flow Control Business of Tyco International Ltd.

24		Powers of Attorney

EX-5 2 d734488dex5.htm EX-5 EX-5

Exhibit 5

3 June 2014

To: Board of Directors

Pentair plc

Arthur Cox Building

Earlsfort Centre

Earlsfort Terrace

Dublin 2

Re: Pentair plc (the “Company”)

Dear Sirs,

1. Basis of Opinion

We are acting as Irish counsel to the Company, registered number 536025, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at Arthur Cox Building, Earlsfort Centre, Earlsfort Terrace, Dublin 2, in connection with the post-effective amendment to the registration statement (the “Amendment”) on Form S-8 (Registration No. 333-184150) (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission (the “SEC”) on 3 June 2014, under the Securities Act of 1933, as amended (the “Securities Act”) with respect to ordinary shares with nominal value US$0.01 per share of the Company (the “Shares”) that may be delivered pursuant to (i) the Company’s 2008 Omnibus Stock Incentive Plan (known as the Pentair plc 2008 Stock Incentive Plan), (ii) the Company’s Omnibus Stock Incentive Plan (known as the Pentair plc Omnibus Stock Incentive Plan ) and (iii) the Company’s Outside Directors Non-qualified Stock Option Plan (known as the Pentair plc Outside Directors Non-qualified Stock Option Plan) (together, the “Plans”) as assumed by the Company, pursuant to a Swiss law governed merger (the “Merger”) agreement (the “Merger Agreement”) entered into between the Company and Pentair Ltd., a Swiss company limited by shares, on 10 December 2013. Pursuant to the Merger Agreement each outstanding Pentair Ltd. common share, par value CHF 0.50, was converted into one of the Company’s ordinary shares of US$0.01 par value per share.

1.1

This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. This Opinion speaks only as of its date.

1.2

This Opinion is also strictly confined to the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter.

1.3

As Irish counsel to the Company in connection with the registration of the Shares, we have examined:

(a)

the documents listed in the schedule (the “Schedule”) to this opinion (the “Documents”);

(b)

the searches listed at section 1.5 below; and

(c)

such other documents and records as we have deemed necessary to enable us to render the opinions set forth below.

1.4

In giving this Opinion, we have examined and relied on copies of the Documents sent to us by email in pdf or other electronic format.

1.5

For the purpose of giving this Opinion, we have caused to be made legal searches against the Company on 30 May 2014 on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the memorandum and articles of association of the Company and notice of the appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator.

2. Opinion

Subject to the assumptions set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:

2.1

The Company is a public company limited by shares and is duly incorporated and validly existing under the laws of Ireland.

2.2

The Shares have been duly authorised pursuant to resolutions of the board of directors of the Company and, when issued in accordance with the terms of the Merger Agreement and the terms and conditions referred to or summarised in the applicable resolutions and the Plans, will be validly issued, fully paid up and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such Shares).

3. Assumptions

For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

Amendment and the Plans

3.1

that when filed with the SEC, the Amendment will not differ in any material respect from the drafts that we have examined;

3.2

that the Shares will be allotted and issued in the manner stated in the Plans;

3.3

that any awards granted pursuant to the Plans will be paid up in consideration of the receipt by the Company prior to, or simultaneously with, the issue of the Shares pursuant thereto of cash at least equal to the nominal value of such Shares and that where Shares and that where Shares are issued under the Plans without the requirement for the purpose of cash consideration by or on behalf of the relevant beneficiary, then such shares shall either be fully paid up by the Company or one of its subsidiaries within the time permitted by Section 29(1) of the Companies (Amendment) Act 1983 (and, in the case of the Company or a subsidiary incorporated in Ireland, in a manner permitted by section 60(12) of the Companies Act 1963 (as amended)) or issued for consideration as set out in Section 30(2) of the Companies (Amendment) Act 1983;

3.4

that the exercise of any options granted under the Plans and the issue of the Shares upon exercise of such options (and the issue of the Shares in connection with any other awards granted under the Plans) will be conducted in accordance with the terms and the procedures described in the Plans and the applicable award agreement;

3.5

that the Company has sufficient share capital to issue the required number of Shares to be delivered to recipients of any awards granted under the Plans;

Authenticity and bona fides

3.6

the completeness and authenticity of all Documents submitted to us as originals or copies of originals (and in the case of copies, conformity to the originals of such copies), the genuineness of all signatories, stamps and seals thereon and where incomplete Documents have been submitted to us that the originals of such Documents are identical to the last draft of the complete Documents submitted to us;

3.7

that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;

3.8

that there is, at the relevant time of the allotment and issue of the Shares, no matter affecting the authority of the directors to issue and allot the Shares, not disclosed by the Memorandum and Articles of Association or the resolutions produced to us, which would have any adverse implications in relation to the opinions expressed in this Opinion;

Accuracy of searches and warranties

3.9

the accuracy and completeness of the information disclosed in the searches referred to in section 1.5 above and that such information has not since the time of such search or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company;

3.10

the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents.

4. Disclosure

This Opinion is addressed to you in connection with the registration of the Shares with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Amendment and to the use of our name in the proxy statement that is part of the Amendment.

The opinion is governed by and construed in accordance with the laws of Ireland.

Yours faithfully

/s/ Arthur Cox

ARTHUR COX

SCHEDULE

The Documents

1.	A copy of the Registration Statement and the Amendment.

2.	A copy of the Plans.

3.	Deed poll of assumption relating to all the equity incentive plans and outstanding awards of Pentair Ltd. dated 20 May 2014.

4.	The Merger Agreement dated 10 December 2013 and entered into by the Company and Pentair Ltd.

5.	A copy of the resolutions of the board of directors of the Company dated:

(i)

10 December 2013 approving the Merger Agreement;

(ii)

25 February 2014 regarding, among other things, the approval of the issue of the Shares in the Company; and

(iii)

19 May 2014 approving, among other things, filing of the Amendment to the Registration Statement with the SEC and the assumption of all the rights and obligations of Pentair Ltd. under the Plans.

6.	A corporate certificate of a director of the Company dated 3 June 2014.

7.	A copy of the memorandum and articles of association of the Company as adopted on 20 May 2014.

8.	A copy of the Certificate of Incorporation of the Company dated 28 November 2013.

9.	Letter of Status from the Irish Companies Registration Office dated 30 May 2014.

EX-23.2 3 d734488dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 of our report relating to the financial statements of Pentair Ltd. and subsidiaries, and the effectiveness of Pentair Ltd.‘s internal control over financial reporting dated February 25, 2014, appearing in the Annual Report on Form 10-K of Pentair Ltd. for the year ended December 31, 2013.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

June 3, 2014

EX-23.3 4 d734488dex233.htm EX-23.3 EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 of our report dated June 19, 2012, relating to the combined financial statements and financial statement schedule of Tyco Flow Control International Ltd. and the Flow Control Business of Tyco International Ltd. (renamed Pentair Ltd. on September 14, 2012), appearing in Pentair Ltd.’s Current Report on Form 8-K dated September 28, 2012.

/s/ Deloitte & Touche LLP

New York, New York

June 3, 2014

EX-24 5 d734488dex24.htm EX-24 EX-24

Exhibit 24

Pre-Flow Control Merger Equity Plans

Form S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Glynis A. Bryan

hereby constitute and appoint Randall J. Hogan, John L. Stauch and Angela D. Lageson, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Pentair plc (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be offered and sold pursuant to the 2008 Omnibus Stock Incentive Plan, the Omnibus Stock Incentive Plan, as Amended and Restated, effective December 12, 2007, and the Outside Directors Non-qualified Stock Option Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced securities under the Securities Act of 1933, as amended.

I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 3rd day of June, 2014.

/s/ Glynis A. Bryan

Glynis A. Bryan

Pre-Flow Control Merger Equity Plans

Form S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Jerry W. Burris

I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 3rd day of June, 2014.

/s/ Jerry W. Burris

Jerry W. Burris

Pre-Flow Control Merger Equity Plans

Form S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Carol Anthony Davidson

I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 3rd day of June, 2014.

/s/ Carol Anthony Davidson

Carol Anthony Davidson

Pre-Flow Control Merger Equity Plans

Form S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

T. Michael Glenn

I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 3rd day of June, 2014.

/s/ T. Michael Glenn

T. Michael Glenn

Pre-Flow Control Merger Equity Plans

Form S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

David H.Y. Ho

I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 3rd day of June, 2014.

/s/ David H.Y. Ho

David H.Y. Ho

Pre-Flow Control Merger Equity Plans

Form S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

David A. Jones

I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 3rd day of June, 2014.

/s/ David A. Jones

David A. Jones

Pre-Flow Control Merger Equity Plans

Form S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Ronald L. Merriman

I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 3rd day of June, 2014.

/s/ Ronald L. Merriman

Ronald L. Merriman

Pre-Flow Control Merger Equity Plans

Form S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

William T. Monahan

I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 3rd day of June, 2014.

/s/ William T. Monahan

William T. Monahan

Pre-Flow Control Merger Equity Plans

Form S-8

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That I

Billie Ida Williamson

I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.

WITNESS my hand this 3rd day of June, 2014.

/s/ Billie Ida Williamson

Billie Ida Williamson