UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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| Preliminary Proxy Statement | ||
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| Confidential, |
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| Definitive Proxy Statement |
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| Definitive Additional Materials |
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| Soliciting Material |
Pentair plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
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Meeting and Proxy Statement |
To Be Held May Our Annual General Meeting of Shareholders will be held at PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETIONPENTAIR PLC10, 2016the Four Seasons Hotel, Hamilton Place, Park Lane,Claridge’s, Brook Street, Mayfair, London, England, W1J7DR,United Kingdom, W1K4HR, on Tuesday, May 10, 2016,9, 2017, at 8:00 a.m. local time, to consider and vote upon the following proposals:
| 1. | |
| By separate resolutions, to re-elect the following director nominees: |
| (a) | Glynis A. Bryan | (g) | |||
| (b) | Jerry W. Burris | (h) | Randall J. Hogan | ||
| (c) | Carol Anthony (John) Davidson | (i) | David A. Jones | ||
| (d) | Jacques Esculier | (j) | Ronald L Merriman | ||
| (e) | Edward P. Garden | (k) | William T. Monahan | ||
| (f) | (l) |
| To approve, by non-binding advisory vote, the compensation of the named executive officers. |
| 3. | To recommend, by non-binding advisory vote, the frequency of future advisory votes on the compensation of the named executive officers. | ||
| 4. | To ratify, by non-binding advisory vote, the appointment of Deloitte & Touche LLP as the independent auditors of Pentair plc and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the auditors’ remuneration. | ||
| To authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law. | |||
| To | |||
| implement proxy access. | |||
| 7. | To consider and act on such other business as may properly come before the Annual General Meeting or any |
Proposals 1, 2 3 and 54 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. A plurality of the votes cast for Proposal 3 will be the frequency of the advisory vote on executive compensation that shareholders are deemed to have approved. Proposals 45 and 6 are special resolutions, requiring the approval of not less than 75% of the votes cast.
Only shareholders of record as of the close of business on March 7, 20166, 2017 are entitled to receive notice of and to vote at the Annual General Meeting. All of our shareholders
If you are cordially inviteda shareholder entitled to attend and vote at the meeting. WeAnnual General Meeting, you are entitled to appoint a proxy or proxies to attend, speak and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact our Corporate Secretary at our registered office.
Whether or not you plan to attend, we encourage you to vote your shares by submitting a proxy as soon as possible,AND IN ANY EVENT AT LEAST 48 HOURS BEFORE THE ANNUAL GENERAL MEETING. You may submit a proxy by Internet or telephone as described in the Notice of Internet Availability of Proxy Materials. Alternatively, you may request a printed proxy card to submit your proxy as described in the Notice of Internet Availability of Proxy Materials. You may vote in person at the Annual General Meeting even if you submit your proxy by Internet, telephone or mail. MEETING. IF YOU PLAN TO SUBMIT A PROXY, YOU MUST SUBMIT YOUR PROXY BY INTERNET OR TELEPHONE, OR YOUR PRINTED PROXY CARD MUST BE RECEIVED AT THE ADDRESS STATED ON THE CARD, BY NO LATER THAN 8:00 A.M. LOCAL TIME (3:00 A.M. EASTERN DAYLIGHT TIME) ONMAY 8, 20167, 2017.
| By Internet | ||
 | You can vote over the Internet atwww.proxyvote.com. | |
By Telephone | ||
 | You can vote by telephone from the United States or Canada by calling the telephone number in the Notice of Internet Availability of Proxy Materials or on the proxy card. | |
By Mail | ||
 | You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, which will be forwarded to Pentair plc’s registered address electronically. | |
Vote in Person | ||
 | If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting. |
By Order of the Board of Directors,
Angela D. Jilek, Secretary
March 25, 201624, 2017
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 9, 2017. The Annual Report, Notice of Annual General Meeting, Proxy Statement and Irish Financial Statements and Related Reports are available by Internet atwww.proxyvote.com.
Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland, at 8:00 a.m. local time. See “Questions and Answers About the Annual General Meeting and Voting” for further information on participating in the Annual General Meeting in Ireland. |
Pentair plc 03
04 2017 Proxy Statement This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting. VOTING MATTERS At the Annual General Meeting, management will review Pentair plc’s affairs and will also present Pentair plc’s Irish statutory financial statements for the fiscal year ended December 31, 2016 BOARD AND GOVERNANCE HIGHLIGHTS Pentair plc 05 PROXY SUMMARY Directors are chosen with a view to bringing to the Board a variety of rich financial and management experience and backgrounds and establishing a core of business advisers with financial and management expertise. EXECUTIVE COMPENSATION HIGHLIGHTS These executive compensation highlights should be read in connection with the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis section (see page 29). 2016 was an historic year for Pentair as we celebrated our 50 year anniversary as a company and marked our 40th year of increasing dividends to shareholders. That celebration highlighted many of the values and qualities that have been at the core of our company since it was founded in 1966. In 2016, Mr. Hogan also completed his 16th year as our CEO. During Mr. Hogan’s tenure, Pentair’s market capitalization has grown by 821% while delivering a total shareholder return of 538%. The market environment in 2016 remained challenged as continued weakness in energy and industrial markets negatively impacted the financial results in a number of our businesses. Management responded by taking significant restructuring and operating actions to reduce costs and maintain operating margins, achieving solid gains over 2015. We increased EPS by 14%, adjusted EPS by 8%, operating income by 14% and segment income by 11% and converted 109% of our adjusted net income to free cash flow. In 2016, we also announced an agreement to sell our Valves & Controls business to Emerson Electric Co. We expect the sale of Valves & Controls to significantly strengthen our balance sheet and liquidity position and enable us to focus on our strategic priorities in Water and Electrical. In 2016 our total shareholder return was 16%, a marked improvement following the difficult years we faced since oil prices began their precipitous decline toward the end of 2014. At that time, nearly 30% of our business was directly impacted by energy markets and our stock price suffered accordingly. Foreign exchange headwinds and weakening economies in Asia, Latin America, and the Middle East compounded these challenges. Under Mr. Hogan’s leadership, Pentair responded by taking decisive action to cut costs, cull our portfolio, and redouble our commitment to the Pentair Integrated Management System (PIMS). In response to these challenging market conditions, the Compensation Committee also kept Mr. Hogan’s base salary, annual incentive and long-term incentive targets substantially unchanged from 2015 through 2017. For 2015, we did not pay out any annual incentive compensation to our Named Executive Officers. Realizable pay related to our long-term incentive awards has been significantly below the grant values over this period, and the Compensation Committee again froze the base salaries of all Named Executive Officers for 2017. While our stock price has not returned to the $83 peak it achieved in March of 2014 when the price of oil was more than $100/barrel, we are encouraged by our progress in 2016 and the outlook for 2017. Our Win-Right Values continue to guide how we conduct business, including our commitment to a performance-based executive compensation program that closely aligns the interests of our executives with those of our shareholders. 06 2017 Proxy Statement PROXY SUMMARY The Compensation Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual, longer-term and strategic goals that create lasting shareholder value. The Committee’s specific objectives include: to motivate and reward executives for achieving financial and strategic objectives; to align management and shareholder interests by encouraging employee stock ownership; to provide rewards commensurate with individual and company performance; to encourage growth and innovation; and to attract and retain top-quality executives and key employees. To balance these objectives, our executive compensation program uses the following direct compensation elements: base salary, to provide fixed compensation competitive in the marketplace; annual incentive compensation, to reward short-term performance against specific financial targets and individual goals; and long-term incentive compensation, to link management incentives to long-term value creation and shareholder return. The Compensation Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation for 2016 for our CEO and the average of the other Named Executive Officers is shown in the chart below. SHAREHOLDER OUTREACH AND RESPONSE TO 2016 SAY ON PAY VOTE In April 2016, one proxy advisory firm recommended that shareholders vote against approving the compensation of our Named Executive Officers in our annual advisory shareholder vote (our “say on pay vote”). As a result of this disappointing recommendation we reached out to shareholders to gain additional insight and to provide them with clarifying information enabling them to make an informed decision on the say on pay vote. Shareholders ultimately supported our say on pay vote on May 10, 2016, with approximately 72% of votes cast in favor, but the level of support was down substantially from the 92% of votes cast in favor of our say on pay vote in 2015. Our 2016 shareholder outreach included 35 of our largest shareholders representing 70.2% of our outstanding shares. These shareholders either arranged for individual discussions with us or provided us with feedback that they did not require a meeting. The purpose of the outreach was to better understand shareholder perspectives and evaluate any concerns regardingour executive compensation program. Given the commitment of the entire Board to understanding the perspectives of our shareholders, our Lead Director and Compensation Committee Chair participated in the majority of the calls with our investors. Shareholder feedback and suggestions on our executive compensation program were shared and discussed with the Compensation Committee and the entire Board. We found the robust shareholder engagement process to be valuable and intend to continue it annually. A majority of the investors we spoke with were supportive of our executive compensation program. We listened to and considered the suggestions and opinions our investors shared on how to further enhance our executive compensation program. While shareholders have different points of view, several key themes emerged, supporting changes the Compensation Committee had already approved in 2016 and, after careful consideration, adopted for 2017: Pentair plc 07 PROXY SUMMARY What We Heard from our Shareholders The Company’s executive compensation program demonstrates a true pay-for-performance linkage and shareholder alignment. CEO’s and Goal setting should support the achievement of strategic business goals and creation of shareholder value. Actions Taken Prior to Our Shareholder Outreach that Our Investors Supported Any payment under our annual and long-term incentive plans requires the attainment of rigorous performance thresholds and stretch targets as evidenced by the following actions: The CEO and other Named Executive Officers The long-term performance cash plan for the three-year performance period ending on December 31, 2016 also paid out well below target (page 40). For 2016, the Compensation Committee again established challenging performance thresholds and stretch targets, ensuring that any payment under the Company’s incentive plans required meaningful financial and operating performance (page 36). Actions Taken Considering Our Shareholders’ Feedback The Compensation Committee carefully assessed the 2017 annual and long-term incentive opportunity, taking into account not only competitive market data, but also factors such as company, business unit and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. The Compensation Committee also evaluated the pay mix of our CEO and our other Named Executive Officers for 2017, as it does every year, to ensure annual and long-term incentives are properly balanced. In 2016 annual and long-term incentives again reflected company performance appropriately: The annual incentive plan paid out at below target overall as above target free cash flow generation was offset by The long-term performance cash plan for the Annual Incentive Design What We Heard from our Shareholders Annual incentive plan measures of operating income and free cash flow are well aligned with shareholder interests. Free cash flow measure is particularly valued because it reflects the quality of our earnings stream. Reward profitable growth, not growth at any cost. Actions Taken Prior to Our Shareholder Outreach that Our Investors Supported Increased the weighting of our free cash flow measure from 10% to 30%, bringing renewed focus on what has been a traditional strength of our company and resulting in superior free cash flow performance in 2016 (page 37). Reduced the weighting of individual performance in the annual incentive from 20% to 10% (page 37). Actions Taken Considering Our Shareholders’ Feedback Replaced core revenue growth with a profitable growth measure and increased the weighting from 20% to 30% for 2017 annual incentives. Eliminated the strategic deployment factor (”SDF”) from the 2017 annual incentive of the Executive Officers to further reinforce the importance of financial and operating results. 08 2017 Proxy Statement PROXY SUMMARY Replaced cash-settled performance units with performance share units. Established rigorous three-year adjusted EPS growth goals to support the For 2017, increased performance share units from one third to 50% of the Executive Officers’ long-term incentive mix and reduced restricted stock units and stock options proportionately. Augmented adjusted EPS growth measure with return on equity (ROE) weighted 75% and 25%, respectively, for 2017 awards. Performance goals disclosed for adjusted EPS and return on equity (ROE) performance share units in the year of Increased stock ownership requirement from 2.0 times base salary to 2.5 times base salary for Segment Presidents in 2017. The CEO is already subject to a robust 6x base salary requirement. Pentair plc 09 10 2017 Proxy Statement On the recommendation of the Governance Committee, the Board of Directors has nominated all of Biographies of the director nominees follow. These biographies include for each director their ages; their business experience; the publicly held and some other organizations of which they are, or The resolutions in respect of this Proposal 1 are “IT IS RESOLVED,by separate resolutions, to re-elect the following twelve director nominees: Under our Pentair plc 11 PROPOSAL 1 Skills & Qualifications Other Public Board Service: Skills & Qualifications Other Public Board Service: 12 2017 Proxy Statement PROPOSAL 1 Skills & Qualifications Other Public Board Service: Skills & Qualifications Other Public Board Service: Pentair plc 13 PROPOSAL 1 Skills & Qualifications Other Public Board Service: Skills & Qualifications Other Public Board Service: 14 2017 Proxy Statement PROPOSAL 1 Committee Served: Skills & Qualifications Other Public Board Service: Committee Served: Skills & Qualifications Other Public Board Service: Pentair plc 15 PROPOSAL 1 Committee Served: Skills & Qualifications Other Public Board Service: Committee Served: Skills & Qualifications 16 2017 Proxy Statement PROPOSAL 1 Skills & Qualifications Other Public Board Service: Skills & Qualifications Other Public Board Service: Pentair plc 17 PROPOSAL 1 The Board, In determining independence, our Board and Governance Committee considers circumstances where a director serves as an employee of another company that is a customer or supplier. The Board and Committee have reviewed each of these relationships, which are set forth below. In every case, the relationship involves sales to or purchases from the other company that, for Our Governance Committee also considered DIRECTOR QUALIFICATIONS; DIVERSITY AND TENURE The Governance Committee and When considering candidates for election as directors, the Committee and the Board are guided by the following principles, found in our Corporate Governance Principles: at least a majority of the Board must consist of independent directors; each director should be chosen without regard to gender, sexual orientation, race, religion or national origin; each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others; each director should be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of his or her responsibilities as a director; each director should possess substantial and significant experience that could be important to us in the performance of his or her duties; each director should have sufficient time available to devote to our affairs; and each director should have the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not primarily the interests of a special interest group or constituency and be committed to enhancing long-term shareholder value. Our policies on director qualifications emphasize our commitment to diversity at the Board level – diversity not only of gender, sexual orientation, race, religion or national 18 2017 Proxy Statement PROPOSAL 1 origin but also diversity of experience, expertise and training. The Governance Committee in the first instance is charged with observing these policies, and strives in reviewing each candidate to assess the fit of his or her qualifications with the needs of the Board and our company at that time, given thethen current mix of directors’ attributes. Board composition, effectiveness and processes are SHAREHOLDER RECOMMENDATIONS, NOMINATIONS AND PROXY ACCESS Our Corporate Governance Principles provide that the Our Articles of Association In addition, subject to shareholder approval at the Pentair plc 19 At the direction of our Board, we have instituted an enterprise-wide risk management system to assess, monitor and mitigate risks that arise in the course of our business. The Board has determined that the Board as a whole, and not a separate committee, will oversee our risk management process. Each of our Board Committees has historically focused and continues to focus on specific risks within their respective areas of responsibility, but the Board believes that the overall enterprise risk management process is more properly overseen by At least once per year, the Board and The Board views their role in succession planning and talent development as a key responsibility. At least once annually, usually as part of the annual talent review process, the Board discusses and reviews the succession plans for the Chief Executive Officer position and other executive officers and key contributors. The Directors become familiar with potentialsuccessors for key management positions through various means, including annual talent reviews, presentations to the Board, We believe that maintaining an active dialogue with our shareholders is important to our long-term success. We value the opinions of our shareholders and other stakeholders and welcome their views throughout the year on key issues. During 2016, we continued our shareholder outreach on executive compensation and corporate governance matters. Our Lead Director and the chair of our Compensation Committee and members of senior management conducted outreach with our 35 largest shareholders representing 70.2% of our outstanding shares on these matters. If you 20 2017 Proxy Statement CORPORATE GOVERNANCE MATTERS Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures: a “related person” means any of our directors, executive officers or 5% shareholders or any of their immediate family members; and a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are a participant and the amount involved exceeds $50,000, and in which a related person had or will have a direct or indirect material interest. Potential related person transactions must be disclosed in the manner required in our Articles of Association and be brought to the attention of the Governance Committee directly or to the General Counsel for transmission to the Committee. Disclosure to the Committee should occur before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer or director becomes aware of the related person transaction. The Committee’s decision whether to approve or ratify a related person transaction is to be made in light of a number of factors, including the following: whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party had no affiliation with any of our directors, executive officers or 5% shareholders; whether there are demonstrable business reasons for us to enter into the related person transaction; whether the related person transaction could impair the independence of a director under our Corporate Governance Principles’ standards for director independence; and whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant. We had no related person transactions during 2016. To our knowledge, no related person transactions are currently proposed. We and our Board are committed to the highest standards of corporate governance and ethics. As part of this commitment, the Board has adopted a set of Corporate Governance Principles that sets out our policies on:fselection and composition of the Board; selection and composition of the Board; Board leadership; Board composition and performance; responsibilities of the Board; the Board’s Relationship to senior management; meeting procedures; Committee matters; and succession planning and leadership development. The Board regularly reviews and, if appropriate, revises the Corporate Governance Principles and other governance instruments, including the charters of its Audit and Finance, Compensation and Governance Committees, in accordance with rules of the SEC and the NYSE. The Board has also adopted a Code of Business Conduct and Ethics and has designated it as the code of ethics for our Chief Executive Officer and senior financial officers. Copies of these documents are available, free of charge, on our website at http://www.pentair.com/en/about-us/leadership/ corporate-governance. We do not have a policy requiring the positions of Chairman of the Board and Chief Executive Officer to be held by different persons. Rather, the Board has the discretion to determine whether the positions should be combined or separated. Since 2002, our Chief Executive Officer has also been the Chairman of the Board. The Board believes that this leadership structure has worked well for several reasons, among them: We historically have had a super-majority of independent directors, with our Chief Executive Officer the only employee serving as a director since 2007. Since 2003 – more than 13 years – an independent member of the Board has served as our Lead Director (see below). Our Lead Directors have served as an effective communication channel, both between the independent Board members and the Chief Executive Officer as well as among the independent Board members. Our independent directors meet in executive session without the Chief Executive Officer present at every regular meeting of the Board. Pentair plc 21 CORPORATE GOVERNANCE MATTERS Our annual Board assessment process addresses issues of Board structure and director performance. Our Lead Director is selected each year by our independent directors. Mr. Monahan has served as our Lead Director since 2008. The role of the Lead Director is to provide independent leadership to the Board, act as liaison between and among the non-employee directors and our company, and to seek to ensure that the Board operates independently of management. The Lead Director’s principal responsibilities include: chairing the Board in the absence of the Chief Executive Officer; presiding over all executive sessions of the Board; in conjunction with the Chairman of the Compensation Committee, reporting to the Chief Executive Officer on the Board’s annual review of his performance; in conjunction with the Chairman of the Board, approving the agenda for Board meetings, including scheduling to assure sufficient time for discussion of all agenda items; in conjunction with the Chairman of the Board and Committee Chairs, ensuring an appropriate flow of information to the Directors; holding one-on-one discussions with individual directors where requested by directors or the Board; and carrying out other duties as requested by the Board. The Board annually conducts a self-assessment of the Board and each Committee. The assessment process consists of a written evaluation comprising both quantitative scoring and narrative comments on a range of topics, including the composition and structure of the Board, the type and frequency of communications and information provided to the Board and the Committees, the Board’s effectiveness in carrying out its functions and responsibilities, the effectiveness of the Committee structure, directors’ preparation and participation in the meetings and the values and culturedisplayed by the Board members. The evaluation responses are compiled by a third party and shared with the Lead Director and Governance Committee Chair who lead a discussion of the assessment results at the following Board meeting. In addition, a verbal assessment is conducted in independent executive session at the end of every Board and Committee meeting. This assessment includes a discussion of six specific areas addressing various aspects of the Board’s or Committee’s effectiveness. Board education is an ongoing, year-round process, which begins when a director joins our Board. Upon joining our Board, new directors are provided with a comprehensive orientation to our company, including our business, strategy and governance. For example, new directors typically participate in one-on-one introductory meetings with our senior businessand functional leaders. On an ongoing basis, directors receive presentations on a variety of topics related to their work on the Board and within the industry, both from senior management and from experts outside of the company. Directors may also enroll in continuing education programs sponsored by third parties at our expense. 22 2017 Proxy Statement CORPORATE GOVERNANCE MATTERS The Board has three standing Meetings of the Audit and Finance Committee The Audit and Finance Committee is responsible, among other things, for assisting the Board with oversight of our accounting and financial reporting processes, oversight of our financing strategy, investment policies and financial condition, and audits of our financial statements. These responsibilities include the integrity of the financial statements, compliance with legal and regulatory requirements, the independence and qualifications of our external auditor and the performance of our internal audit function and of the external auditor. The Ronald L. Merriman You can find the Audit and Finance Committee Report under “Audit and Finance Committee Report” of this Proxy Statement. The Board has Compensation Committee The Compensation Committee sets and administers the policies that govern executive compensation. This includes establishing and reviewing executive base salaries and administering cash bonus and equity-based compensation under the Pentair plc 2012 Stock and Incentive Plan. The David A. Jones (Chair), Jerry W. Burris, Edward P. Garden, T. Michael Glenn and William T. Monahan. All members have been determined to be independent under SEC and NYSE rules. You can find the Compensation Committee Report under “Compensation Committee Report” of this Proxy Statement. Pentair plc 23 CORPORATE GOVERNANCE MATTERS Governance Committee The Governance Committee is responsible for, among other things, identifying individuals qualified to become directors and recommending nominees to the Board for election at T. Michael Glenn (Chair), Jerry W. Burris, Edward P. Garden, David A. Jones and William T. Monahan. All members have been determined to be independent under NYSE rules. The Board held five meetings in Director The To be consistent with 24 2017 Proxy Statement CORPORATE GOVERNANCE MATTERS Non-employee directors also receive an annual grant of options and restricted stock units under the Pentair plc 2012 Stock and Incentive Plan (“Pentair plc 2012 Stock and Incentive Plan”) as a part of their compensation unless a director has not met the stock ownership guidelines described below, in which case a director only receives a grant of restricted stock units. Options are exercisable at Non-employee directors are expected to acquire and hold our ordinary shares or stock equivalents having a value equal to five times the annual STOCK OWNERSHIP FOR DIRECTORS SERVING AS OF DECEMBER 31, 2016 Pentair plc 25 CORPORATE GOVERNANCE MATTERS The table below summarizes the compensation that we paid to non-employee directors for 26 2017 Proxy Statement The Board Executive compensation is an important matter to The Compensation Committee has overseen the development and implementation of our executive compensation programs in line with these compensation objectives. The Compensation Committee also continuously reviews, evaluates and updates our executive compensation programs to ensure that we provide competitive compensation that motivates the Named Executive Officers to perform at their highest levels while increasing long-term value to our shareholders. With these compensation objectives in mind, the Compensation Committee has taken As described in detail under “Compensation Discussion and Analysis – Shareholder Outreach and Response to 2016 Say on Pay Vote,” we engaged in a robust program of shareholder outreach in 2016 and have made significant changes to our These and This non-binding advisory vote The resolution in respect of this “IT IS RESOLVED, that, on a non-binding, advisory basis, the compensation of Pentair plc’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related disclosures contained in Pentair plc’s proxy statement is hereby approved.” Pentair plc 27 EXECUTIVE COMPENSATION Approval, by non-binding advisory vote, of the compensation of the Named Executive Officers requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. The Committee has reviewed and discussed the THE COMPENSATION COMMITTEE David A. Jones, Chair 28 2017 Proxy Statement OVERVIEW OF COMPENSATION PROGRAM, PHILOSOPHY AND OBJECTIVES The Compensation Committee establishing and reviewing executive base salaries; overseeing our annual incentive compensation plans; overseeing our long-term equity-based compensation plan; approving all awards under those plans; annually evaluating risk considerations associated with our executive compensation programs; and annually approving all compensation decisions for executive officers, including those for the Chief Executive Officer and the other officers named in the Summary Compensation Table below (collectively, the “Named Executive Officers”). The Committee motivating and rewarding executives for achieving financial and strategic objectives; aligning management and shareholder interests by encouraging employee stock ownership; providing rewards commensurate with individual and company performance; encouraging growth and innovation; and attracting and retaining top-quality executives and key employees. To balance base salary, to provide fixed compensation competitive in the marketplace; annual incentive compensation, to reward short-term performance against specific financial targets and individual goals; and long-term incentive compensation, to link management incentives to long-term value creation and shareholder return. We also provide retirement, a prerequisite allowance and other benefits, to attract and retain executives over the longer term. The Compensation Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals. The mix of total direct compensation for 2016 for our CEO and the average of the other NEOs is shown in the chart below. Pentair plc 29 COMPENSATION DISCUSSION AND ANALYSIS 2016 was an historic year for Pentair as we celebrated our 50 year anniversary as a company and marked our 40th year of increasing dividends to shareholders. That celebration highlighted many of the values and qualities that have been at the core of our company since it was founded in 1966. In 2016, Mr. Hogan also completed his 16th year as our CEO. During Mr. Hogan’s tenure, Pentair’s market capitalization has grown by 821% while delivering a total shareholder return of 538%. The market environment in 2016 remained challenged as continued weakness in energy and industrial markets negatively impacted the financial results in a number of our businesses. Management responded by taking significant restructuring and operating actions to reduce costs and maintain operating margins, achieving solid gains over 2015. We increased EPS by 14%, adjusted EPS by 8%, operating income by 14% and segment income by 11% and converted 109% of our adjusted net income to free cash flow. In 2016, we also announced an agreement to sell our Valves & Controls business to Emerson Electric Co. We expect the sale of Valves & Controls to significantly strengthen our balance sheet and liquidity position and enable us to focus on our strategic priorities in Water and Electrical. In 2016 our total shareholder return was 16%, a marked improvement following the difficult years we faced since oil prices began their precipitous decline toward the end of 2014. At that time, nearly 30% of our business was directly impacted by energy markets and our stock price suffered accordingly. Foreign exchange headwinds and weakening economies in Asia, Latin America, and the Middle East compounded these challenges. Under Mr. Hogan’s leadership, Pentair responded by taking decisive action to cut costs, cull our portfolio, and redouble our commitment to the Pentair Integrated Management System (PIMS). In response to these challenging market conditions, the Compensation Committee also kept Mr. Hogan’s base salary, While our stock price has not returned to the $83 peak it achieved in March of 2014 when the price of oil was more than In 2016 we fulfilled our long-standing commitment of delivering performance for our shareholders with year over year increases in all key financial measures. Earnings per diluted share from continuing operations (“EPS”) were $2.47 in 2016 compared to $2.17 in 2015. On an adjusted basis, EPS increased 8% to $3.05 in 2016 compared to $2.83 in 2015. * Please see Appendix 30 2017 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Operating income in 2016 was $701 million compared to $616 million in 2015. On an adjusted basis, our segment income increased 11% over the prior year to $840 million in 2016 from $755 million in 2015. Segment income as a percent of sales grew to 17.2% in 2016 from 16.8% in 2015. Net cash provided by operating activities of continuing operations was $702 million in 2016 compared to $598 million in 2015. Free cash flow from continuing operations of $609 million represented approximately 110% conversion of adjusted net income from continuing operations. In 2016 we increased the cash dividend paid to our shareholders for the 40th consecutive year, returning over $240 million to our shareholders. Our sales during 2016 were $4,890 million, up 6% compared to $4,616 million in 2015. On August 18, 2016, we entered into a Share Purchase Agreement to sell our Valves & Controls business to Emerson Electric Co. The results of the Valves & Controls business have been presented as discontinued operations for all periods presented. Pentair plc 31 COMPENSATION DISCUSSION AND ANALYSIS Key Compensation Facts In April 2016, one proxy advisory firm recommended that shareholders vote against approving the compensation of our Named Executive Our 2016 shareholder outreach included 35 of our largest shareholders representing 70.2% of our outstanding shares. These shareholders either arranged for individual discussions with us or provided us with feedback that they did not require a meeting. The purpose of the outreach was to better understand shareholder perspectives and evaluate any concerns regardingour executive compensation program. Given the commitment of the Board to understanding the perspectives of our shareholders, our Lead Director and Compensation Committee Chair participated in the majority of the calls with our investors. Shareholder feedback and suggestions on our executive compensation program were shared and discussed with the Compensation Committee and the entire Board. We found the robust shareholder engagement process to be valuable and intend to continue it annually. A majority of the investors we spoke with were supportive of our executive compensation program. We listened to and considered the suggestions and opinions our investors shared on how to further enhance our executive compensation program. While shareholders have different points of view, several key themes emerged, supporting changes the Compensation Committee had already approved in 2016 and, after careful consideration, adopted in 2017: 32 2017 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS Actions Taken Considering Our Shareholders’ Feedback What We Heard from our Shareholders Actions Taken Prior to Our Shareholder Outreach that Our Investors Supported Actions Taken Considering Our Shareholders’ Feedback What We Heard from our Shareholders Disclosure of performance goals in year of grant. Actions Taken Prior to Our Shareholder Outreach that Our Investors Supported Actions Taken Considering Our Shareholders’ Feedback Performance goals disclosed for adjusted EPS and return on equity (ROE) performance share units in the year of grant (page 39). Pentair plc 33 COMPENSATION DISCUSSION AND ANALYSIS In setting compensation for our executive officers, including our Named Executive Officers, the Committee uses competitive compensation data from an annual total compensation study of selected peer companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as company, business unit and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. In setting compensation for 2016, the Committee engaged Aon Hewitt to provide the annual total compensation study of selected peer groups referred to above. All companies in the peer group were: Based on Aon Hewitt’s review and recommendations and the foregoing criteria, the Committee maintained the existing group of peer companies for benchmarking purposes with respect to 2016 compensation, which consisted of the following 17 companies (the “Comparator Group”): The Comparator Group companies had revenues ranging from approximately $3.0 billion to $24.5 billion, with median revenues of approximately $10.3 billion. Our revenue for 2016 was $4.89 billion. Companies that fall outside the revenue range of 0.5x to 3x compared to our revenue have been removed for the 2017 Comparator Group and replaced with appropriate peers. In late 2016, in anticipation of the sale of our Valves & Controls business, the Committee asked Aon Hewitt to provide recommendations concerning potential changes to our Comparator Group for 2017 to reflect the impact of the sale on our revenue and operations. Based on Aon Hewitt’s recommendations, the Committee approved an updated Comparator Group for use in setting target compensation for 2017 for our executive officers, including our Named Executive Officers. We will describe in detail the updated Comparator Group for 2017 in our proxy statement for our 2018 Annual General Meeting. 2016 COMPENSATION PROGRAM ELEMENTS For 2016, the principal components of compensation for Named Executive Officers were: The Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals to attract, retain and incentivize talented executives and to align the interests of these executives with those of our long-term shareholders. 34 2017 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS BASE SALARIES We provide each Named Executive Officer with a fixed base salary. In setting base salaries, the Committee generally references comparable positions at peer companies based on available market data, which include published survey data and proxy statement data for our Comparator Group. The Committee considers compensation at comparable companies, and does not set base salaries based on a particular peer group benchmark or any single factor. Differences in base salaries among the Named Executive Officers are determined by the Committee based on numerous factors such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience and individual performance. In December 2015, the Committee undertook its annual review of base salaries for the then-serving Named Executive Officers and other management personnel, in accordance with its normal procedures. Following a market review by Aon Hewitt, the Committee approved an annual merit increase to base salary for Mr. Frykman of 4% and an additional 6% market adjustment effective January 1, 2016. The other four Named Executive Officers’ base salaries were not changed for 2016 (two were hired in 2016). In connection with Ms. Keegans’ commencement of employment on June 1, 2016, the Committee set her base salary at $450,000 based on a wide range of factors, including a market review, prior compensation level and arm’s length negotiations with Ms. Keegans. In connection with Mr. Cassidy’s commencement of employment on April 11, 2016, the Committee set his base salary at $485,000 based on a wide range of factors, including a market review, prior compensation level and arm’s length negotiations with Mr. Cassidy. ANNUAL INCENTIVE COMPENSATION To provide competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Committee. In 2016, we provided cash annual incentive compensation to our executive officers, including the Named Executive Officers, under our Management Incentive Plan (“MIP”). MIP awards were granted under the Pentair plc 2012 Stock and Incentive Plan. The Committee had no discretion to increase formula-derived incentive compensation under the MIP. The Committee determines a percentage of each then-serving Named Executive Officer’s base salary as a targeted level of incentive compensation opportunity under the MIP, based on the Committee’s review of Aon Hewitt’s recommendations, relevant survey data and, in the case of Named Executive Officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. The Committee generally sets each executive’s target incentive compensation opportunity with reference to the Comparator Group’s target payouts and does not set target incentive compensation opportunities based on a particular peer group benchmark or any single factor. The actual target incentive compensation opportunity set by the Committee for each Named Executive Officer varies depending on a wide range of factors, including competitive conditions for the Named Executive Officer’s position withinthe Comparator Group and in the broader employment market, as well as the Named Executive Officer’s performance, level of responsibility and experience. An executive officer’s base salary multiplied by the incentive compensation opportunity percentage establishes the target incentive compensation for which the executive officer is eligible. The Committee determined incentive compensation targets in 2016 for all Named Executive Officers. These incentive compensation targets as a percentage of salary and a dollar amount, based on actual base salary paid during 2016, were as follows: Because Ms. Keegans did not join our company until mid-year in 2016, her award was pro-rated from the amount shown in the table to reflect her partial year of service. Actual incentive compensation awarded to each Named Executive Officer may range from 0 to 2.4 times the target (0 to 2.5 times the target for Mr. Cassidy due to the increased weight on Segment Income), depending on actual company and individual performance, as described below. Pentair plc 35 COMPENSATION DISCUSSION AND ANALYSIS To establish the performance goals and related targets applied to MIP payments for the Named Executive Officers, the Committee examined company-wide and segment-specific goals that were recommended by the Chief Executive Officer, and that were based solely on objectively determinable financial performance measures. The Committee also took into account the challenging market conditions we faced due to continued weakness in energy and industrial markets. In addition, the performance goals have been adjusted for the effect of moving our Valves & Controls business to discontinued operations for 2016 following our entry into an agreement for the sale of that business. As a result, although the performance goals for 2016 were lower than the 2015 goals in absolute terms, they were no less rigorous. The MIP performance goals that applied to Messrs. Hogan and Stauch and Ms. Keegans, as Named Executive Officers with company-wide responsibilities (prior to adjustments specified in the MIP), as well as the weight assigned to each performance goal and the corresponding payout levels, were as follows: For Mr. Frykman, the MIP performance goals were specific to the Water Quality Systems segment, for which he had primary responsibility, were as follows: 36 2017 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS For Mr. Cassidy, the MIP performance goals were specific to the Valves & Controls segment, for which he had primary responsibility, as set forth below. In addition, only the Segment Income and Free Cash Flow measures were used for the Valves & Controls MIP in light of the environment of market uncertainty and the resulting difficulty of establishing core sales growth targets: For 2016, the Committee replaced operating income as a performance measure with segment income to better align the MIP structure with cash earnings per share. The general framework of the MIP performance goals otherwise remained similar to previous years, except that the Committee also increased the relative weight assigned to cash flow from 10% to 30% in response to our economic environment and business goals and correspondingly decreased the relative weight assigned to the strategic deployment factor (“SDF”,) from 20% to 10%, and to growth in core sales, from 30% to 20%. The target levels for the performance goals were aligned with the corporate objectives in our annual operating plan. To provide an added performance incentive, the Committee determined that the amount of incentive compensation related to each performance goal other than EBITDA would be scaled according to the amount by which the measure exceeded or fell short of the target. The Committee also determined that the performance goals for free cash flow and sales should have a threshold level below which no incentive compensation would be earned, and that potential payouts would be scaled from 0.50 at the threshold to 2.0 times at the maximum, as detailed above. The Committee set the threshold at 0.50 and the maximum potential payout for segment income at 3.0 times the target. In the case of EBITDA, the Committee determined that attainment of this performance goal is a necessary condition, but not sufficient in itself, to trigger a payout under the EBITDAcomponent of the MIP. If the EBITDA threshold was not attained, no award would be made for this performance goal. If the EBITDA threshold was attained, the Named Executive Officer would be eligible for up to the maximum payout under this component of the award. The Committee retained the discretion to reduce, but not to increase, the amount of the payout under this component to a Named Executive Officer, based upon the Named Executive Officer’s individual performance, as measured according to the applicable SDF. The SDF measures an individual executive’s performance against expectations in the attainment of corporate strategic goals set by the Committee. The SDF for each Named Executive Officer is recommended by the CEO and is approved by the Committee based on its assessment of individual performance. The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by a multiplier determined as described above. In determining the actual financial results, the classification of our Values & Controls business was excluded and moved to discontinued operations in the third quarter of 2016 due to the expected sale. Taking into account this adjustment and the other adjustments described below the following tables, for 2016, actual results as measured by the performance goals under the MIP for Messrs. Hogan and Stauch and Ms. Keegans were as follows: Pentair plc 37 COMPENSATION DISCUSSION AND ANALYSIS For Mr. Frykman, actual results as measured by the performance goals under the MIP were as follows: For Mr. Cassidy, actual results as measured by the performance goals under the MIP were as follows: Adjustments to operating income and EBITDA for factors specified in the MIP included: restructuring and other charges ($20.6 million), intangible asset impairment ($13.3 million), pension “mark to market” losses ($4.2 million), and intangible asset amortization ($96.4 million). These adjustments for factors specified in the MIP are the same as those used to calculate our segment income as disclosed elsewhere in this Proxy Statement. Core sales growth is defined as the year over year rate of change in sales excluding the impact of foreign currency (-0.8%) and acquisitions (8.1%). The Committee determined that each Named Executive Officer’sperformance in 2016 met individual performance expectations with respect to the EBITDA/SDF component. Based on this determination, the resulting incentive bonus percentage for the EBITDA/SDF measure ranged from 10% to 15% of each Named Executive Officer’s target for this portion of the award (10% weighting times 70% to 160%). Based on the foregoing, the Named Executive Officers received the MIP payouts that are reflected in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.” 2016 LONG-TERM INCENTIVE COMPENSATION The Committee emphasizes executive compensation that is tied to building and sustaining our company’s value through ordinary share performance over time. 2016 2017 In keeping with its philosophy that executive compensation must be tied to building and sustaining value through ordinary share performance over time, the Committee establishes long-term incentive compensation targets with reference to both published survey data and data from our Comparator Group. The Committee does not set award levels based on a particular peer group benchmark or any single factor. The Committee may make awards above or below that range if itbelieves it is necessary to provide appropriate retention and performance incentives based on a wide range of factors, such as competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s level of responsibility, experience and individual performance. 38 2017 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS In 2016, the Committee awarded long-term incentive compensation under the Pentair plc 2012 Stock and Incentive Plan. As it does each year, the Committee referenced benchmark data (including compensation surveys, Comparator Group information and other data provided by Aon Hewitt) in setting target dollar award levels for each Named Executive Officer and for each position or grade level. The Committee did not change the target long-term incentive compensation for Messrs. Hogan or Stauch in 2016. Ms. Keegans’ and Mr. Cassidy’s target long-term incentive compensation was set at a competitive level and through arm’s length negotiation in connection with their recruitment to join our company in 2016. For Mr. Frykman, the Committee increased the target long-term incentive compensation level to reflect performance, increased level of responsibility, and competitive conditions in the Comparator Group data. The Committee approved in December 2015 the elements and mix of long-term incentive compensation granted effective January 4, 2016 under the Pentair plc 2012 Stock and Incentive Plan. The Committee granted all then-serving Named Executive Officers a mix of the following components: stock options, restricted stock units and performance share units. The replacement of cash settled performance units with performance share units is discussed above under the heading “Shareholder Outreach and Response to 2016 Say on Pay Vote” (see page 32). We have balanced our long-term incentive compensation program vehicles to create anequal focus on shareholder wealth creation, the creation of a sustaining business and assuring the leadership is committed to the long-term success of the enterprise. Each component was equally weighted, representing one-third of the total long-term incentive award value. The components had the features described below: Payouts would be scaled for performance between threshold and target and between target and maximum. The numbers of shares subject to the stock options, restricted stock units and performance share units, and the values of the awards, granted to the Named Executive Officers in 2016 are reflected under “Executive Compensation Tables-Grants of Plan-Based Awards Table.” The value of restricted stock units that vested for each Named Executive Officer in 2016 and the value of options exercised by each Named Executive Officer in 2016 are shown in the table under “Executive Compensation Tables-Option Exercises and Stock Vested.” PRIOR LONG-TERM INCENTIVE GRANTS Prior to 2016, as described above, the Committee granted cash settled performance units rather than performance share units to the Named Executive Officers. The Committee made such a grant in 2014 relating to the three-year performance period 2014-2016. Each performance unit entitled the holder to a cash payment following the end of the three-year performance period, if we achieved specified company performance goals on metrics established by the Committee. The performance goals selected by the Committee for the 2014-2016 performance period were revenue growth and return on invested capital, each weighted 50%. Subject to establishment of the bonus pool and depending on cumulative company performance over the three-year performance period, we would pay nothing if the threshold were not met, 50% of the target value if the threshold were met, 100% of the target value if the target were met and 200% of the target value if the maximum were met. Payouts would be scaled for performance between threshold and target and between target and maximum. Pentair plc 39 COMPENSATION DISCUSSION AND ANALYSIS The performance goals selected by the Committee for the 2014-2016 performance period, as well as the weighting, potential payout levels, actual performance and actual payout percentages were as follows: CAGR excludes the impact of changes in foreign currency exchange rates. Based on the foregoing, the Named Executive Officers received the payouts that are reflected in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation Tables-Summary Compensation Table.” The Committee has established stock ownership guidelines for the Named Executive Officers and other executives to motivate them to become significant shareholders, and to further encourage long-term performance and growth, and to align their interests with those of shareholders generally. The Committee monitors executives’ compliance with these guidelines and periodically reviews the definition of “stock ownership” to reflect the practices of companies in the Comparator Group. “Stock ownership” currently includes ordinary shares owned by the officer both directly and indirectly, the pro-rated portion of unvested restricted stock, restricted stock units, and shares held in our employee stockownership plan or our employee stock purchase plan. Stock ownership does not include performance share units until they are earned at the end of the performance period. The Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to specified multiples of base salary.We increased the ownership guidelines applicable to our Segment Presidents from 2.0 times base salary to 2.5 times base salary in 2017. Following those adjustments, the multiples of base salary required by the guidelines are asfollows: 40 2017 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS STOCK OWNERSHIP FOR THE NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2016 We maintain an equity holding policy under which executive officers subject to our stock ownership guidelines are required to retain 100% of the net number of shares acquired under equity awards until the ownership guidelines are satisfied. This policy may be waived to the extent its application to any individual executive officer would cause undue hardship to the executive officer. We maintain a clawback policy under which certain incentive compensation earned by our executive officers may be recouped if the executive officer’s fraud or intentional misconduct is a significant contributing factor to a restatement of financial results. The incentive compensation subject tothis policy includes cash bonuses, cash performance units and equity-based awards subject to performance-based vesting conditions to the extent the compensation was paid, credited or earned during the year after the financial results were first disclosed. POLICY PROHIBITING HEDGING AND PLEDGING We maintain a policy that prohibits our executive officers and directors from engaging in hedging or pledging transactions involving our ordinary shares or other Pentair securities. Pentair plc 41 COMPENSATION DISCUSSION AND ANALYSIS Eligible Named Executive Officers and other executives and employees participate in a number of retirement and similar plans that are described below under “Executive Compensation Tables – Pension Benefits”. We also provide other benefits such as medical, dental, life insurance and disability coverageto substantially all of our full-time U.S. salaried employees, including the Named Executive Officers. We aim to provide employee and executive benefits at levels that reflect competitive market levels. Employee benefits such as medical, dental, life insurance and disability coverage are available to all full-time U.S.-based participants through our active employee plans. In addition to these benefits for active employees, we provide post-retirement medical, dental and life insurance coverage to certain retirees in accordance with the legacy companyplans which applied at the time the employees were hired. We provide up to one and a half times annual salary (up to $1,000,000) in life insurance, and up to $15,000 per month in long-term disability coverage. The value of these benefits is not required to be included in the Summary Compensation Table since they are made available to all full-time U.S. salaried employees. We also provide vacation and other paid holidays to all employees, including the Named Executive Officers, which we have determined to be comparable to those provided at other large companies. We sponsor a non-qualified deferred compensation program, called the Sidekick Plan, for our U.S. executives within or above the pay grade that has a midpoint annual salary of $208,300 in 2016. This plan permits executives to defer up to 25% of their base salary and 75% of their annual cash incentive compensation. Executives also may defer receipt of restricted stock units or performance share units. We normally make contributions to the Sidekick Plan on behalf of participants with respect to each participant’s contributions from that portion of his or her income above the maximum imposed by the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which was $265,000 in 2016, but below the Sidekick Plan’s compensation limit of $700,000. Please see the narrative following the “Nonqualified Deferred Compensation Table” below for additional information on our contributions. Participants in the Sidekick Plan may invest their account balances in a number of possible mutual fund investments. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for the Plan. We do not guarantee or subsidize any investment earnings under the Plan, and our ordinary shares are not a permitted investment choice under the Plan, although deferred restricted stock units and performance share units are automatically invested in shares. Amounts deferred, if any, under the Sidekick Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation Tables-Summary Compensation Table.” Our contributions allocated to the Named Executive Officers under the Sidekick Plan are included in the “All Other Compensation” column under “Executive Compensation Tables-Summary Compensation Table.” PERQUISITES AND OTHER PERSONAL BENEFITS We provide Named Executive Officers with a perquisite program (the “Flex Perq Program”) under which the Named Executive Officers receive a cash perquisite allowance in an amount that the Committee believes is customary, reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews market data provided by Aon Hewitt to assess the levels of perquisites provided to Named Executive Officers. For 2016, the total aggregate annual allowance under the Flex Perq Program was $50,000 for Mr. Hogan and $40,000 for all other executive officers (pro rated for Ms. Keegans and Mr. Cassidy in light of their partial year of service). In 42 2017 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS benefits. We also provided a fitness center reimbursement for certain of our The amounts of the annual allowance under the Flex Perq Program, the security arrangements and related additional payment and the fitness center reimbursement are included in Ms. Keegans received a sign-on award to address forfeitures related to her prior employment and relocation assistance in connection with her Mr. Cassidy received a For our employees who are assigned to an international location outside of We believe these expatriate and tax equalization benefits are standard in the marketplace and that the cost to us of providing the benefits is reasonable in light of the benefits we received in having Mr. Cassidy assigned outside of his home country. The aggregate We provide severance and change-in-control benefits to selected executives to provide for continuity of We have agreements with our key corporate executives and other key leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control or upon a covered termination following a change in control. The Pentair plc 2012 Stock and Incentive Plan provides that, upon a change in control, all options, restricted stock and restricted stock units that are unvested become fully vested; all performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and all annual incentive awards are paid based on full satisfaction of the performance goals (i.e., target).In addition, if an employee’s employment is involuntarily terminated for a reason other than cause, death or disability, or if an employee who is a Board-appointed corporate officer voluntarily terminates employment for good reason, then the employee’s outstanding awards under the Pentair plc 2012 Stock and Incentive Plan will be eligible for continued or accelerated vesting as described below under “Executive Compensation Tables-Potential Payments Upon Termination Or Change In Control.” Pentair plc 43 COMPENSATION DISCUSSION AND ANALYSIS We explain these benefits more fully below under “Executive Compensation Tables-Potential Payments Upon Termination Or Change We have adopted a policy of not including automatic single trigger change in control vesting and excise tax Section 162(m) of the Code limits to $1,000,000 the amount of compensation that we may deduct in any one year with respect to each of our Chief Executive Officer and our three other most highly paid executive officers (other than our Chief Financial Officer), except for The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers During At the direction of the Committee, Aon Hewitt advises the Committee in implementing and overseeing appropriate compensation programs and policies. As part of this process, Aon Hewitt provides the Committee with comparative market data based on analyses of the practices of the Comparator Group defined 44 2017 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS EVALUATING THE CHIEF EXECUTIVE OFFICER’S PERFORMANCE The Board and the Committee employ a formal rating process to evaluate the Chief Executive Officer’s performance. As part of this process, the Board reviews financial and other relevant data related to the performance of the Chief Executive Officer at each meeting of the Board throughout the year. At the end of the year, each independent director provides an evaluation and rating of the Chief Executive Officer’s performance in various categories. The Committee Chair submits a consolidated rating report and the Committee’s recommendations regarding the Chief Executive Officer’s compensation to the independent directors for review The Committee reviews and approves all equity awards to newly hired or promoted executives at regular meetings throughout the year. As a rule, the Committee grants awards to newly hired or promoted executives that are effective the earlier of the 15th day of the month following the date of hire or promotion or the 15th day of the month following the date of the Committee meeting at which the grant is approved. If the 15th day of such month is a day on which the NYSE is not open for trading, then the grant date will be the first dayfollowing the 15th day of such month on which the NYSE is open for trading. The Committee has also given the Committee Chair and the Chief Executive Officer discretion to grant equity awards to newly hired or promoted executives as required throughout the year, within the guidelines of the Pentair plc 2012 Stock and Incentive Plan. The Committee then ratifies these grants at its next meeting. All options are granted with an exercise price equal to fair market value based on the closing share price on the effective day of grant. Pentair plc 45 The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the years ended December 31, The amounts in column (g) with respect to 46 2017 Proxy Statement EXECUTIVE COMPENSATION TABLES ATTENTION: Double Counting of Equity (2014 Cash Performance Units and 2016 Performance Share Units) Due to our replacement of cash settled performance units with performance share units in our long-term incentive program beginning in 2016, the total compensation disclosed in our required 2016 Summary Compensation Table above “doubles up” on our Named Executive Officers’ long-term incentives. The “double counting” occurs because, as required by applicable Securities and Exchange Commission regulations, the Table includes both the cash settled performance units that were earned in 2016 and the performance share units granted in 2016, which will not be earned until the end of the performance period in 2018. To facilitate comparability with prior years, the alternative summary compensation table below shows Mr. Hogan’s total compensation for 2016 without this “doubling up” by eliminating the performance share units granted in 2016 and including only the cash settled performance units earned in 2016: Pentair plc 47 EXECUTIVE COMPENSATION TABLES 48 2017 Proxy Statement EXECUTIVE COMPENSATION TABLES Pentair plc 49 EXECUTIVE COMPENSATION TABLES The following table shows a summary of the stock options exercised by the Named Executive Officers in 50 2017 Proxy Statement EXECUTIVE COMPENSATION TABLES Listed below are the number of years of credited service and present value of accumulated pension benefits as of December 31, The actual amount of pension benefits ultimately paid to a Named Executive Officer may vary based on a number of factors, including differences from the assumptions used to calculate the amounts. The Pentair, Inc. Pension Plan, the Pentair, Inc. Retirement Savings and Stock Incentive Plan, the Pentair, Inc. Supplemental Executive Retirement Plan and the Pentair, Inc. Restoration Plan were all amended in 2008 to comply with final regulations under Section 409A of the Code. As a result of these amendments, benefits vested prior to January 1, 2005 are separated from benefits earned after January 1, 2005, and may offer different distribution or other options to participants The Pentair, Inc. Pension Plan (the “Pension Plan”) is a funded, tax-qualified, noncontributory defined-benefit pension plan that covers certain employees, including each of the Named Executive Officers other than Ms. Compensation covered by the Pension Plan for the Named Executive Officers equals the amounts set forth in the “Salary” column under “Executive Pentair plc 51 EXECUTIVE COMPENSATION TABLES Benefits under the Pension Plan are calculated as an annuity equal to the Years of service under these formulas cannot exceed 35. Contributions to the Pension Plan are made entirely by us and are paid into a trust fund from which the benefits for all participants will be paid. The Pentair, Inc. Supplemental Executive Retirement Plan (“SERP”) and the Pentair, Inc. Restoration Plan (“Restoration Plan”) are unfunded, nonqualified defined benefit pension plans. Employees eligible for participation in the SERP include all executive officers and other key executives selected for participation by the Committee. Participation in the Restoration Plan is limited to eligible employees under the SERP who were eligible employees on or before December 31, 2007. Benefits under these two Plans vest upon the completion of five years of benefit service (all service following initial participation). These Plans are combined for all administrative, accounting and other purposes. Each of the Named Executive Officers participates in the SERP and each of the Named Executive Officers other than Ms. Benefits under the SERP are based upon the number of an employee’s years of service following initial participation and the highest average earnings for a five calendar-year period (ending with retirement). Benefits under the SERP are calculated as: As discussed above, the Pension Plan limits retirement benefits for compensation earned in excess of the annual limitation imposed by the Code, Benefits under the Restoration Plan are calculated as: The benefit percentages calculated above are added and the resulting percentage is multiplied by the covered compensation amount. Benefits vested as of December 31, 2004 are payable after retirement in the form of a 15-year certain annuity or, at the participant’s option, a 100% joint and survivor annuity. Benefits earned after December 31, 2004 are payable after retirement in the form of a 15-year certain annuity. No additional benefits may be earned under the Restoration Plan after December 31, 2017. The present value of the combined accumulated benefits for the Named Executive Officers under both the SERP and the Restoration Plan is set forth in the table under “Executive The Pentair, 52 2017 Proxy Statement EXECUTIVE COMPENSATION TABLES incentive compensation) for each participant in the RSIP. The RSIP/ESOP Plan limits the amount of cash compensation considered for contribution purposes to the maximum imposed by the Code, Participants in the RSIP/ESOP Plan are allowed to invest their account balances in a number of possible mutual fund investments. Our ordinary shares are also a permitted investment choice under the RSIP. We also make ESOP contributions in our ordinary shares. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for the Plan. We do not guarantee or subsidize any investment earnings under the Plan. Amounts deferred, if any, under the RSIP/ESOP Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive The following table sets forth the contributions, earnings, distributions and The amounts set forth in the column “Executive Contributions in The amounts set forth in the column “Registrant Contributions in Pentair plc 53 EXECUTIVE COMPENSATION TABLES The amounts set forth in the column “Aggregate Earnings/(Loss) in For some participants, including the Named Executive Officers, the selected distribution events under the Sidekick Plan included a change in control, which included the Merger. As a result, the distribution of some previously earned and vested, but unpaid, amounts under Pentair’s deferred compensation programs to the Named Executive Officers commenced upon the consummation of the Merger. Some of these amounts were distributed in installments, and the amounts of the installments occurring in Except for items described below, we have no agreements, arrangements, or plans that entitle executive officers to severance, perquisites, or other enhanced benefits We have Under these agreements, Under these agreements, 54 2017 Proxy Statement EXECUTIVE COMPENSATION TABLES Under these agreements, a “change in control” is deemed to have occurred if: The benefits under the change in control agreements that could be triggered by a change in control and a covered termination in connection with such a change in control include: In the case of each Named Executive Officer, the agreement also requires the executive to devote his or her best efforts to us or our successor during the three-year or two-year period, to maintain the confidentiality of our information during and following employment and to refrain from competitive activities for a period of one year following termination of employment with us or our successor. Pentair plc 55 EXECUTIVE COMPENSATION TABLES Change in Control Provisions The 2004 Omnibus Plan and 2008 Omnibus Plan each provides that, upon a change in control, unless otherwise provided in an agreement between us and the executive that discusses the effect of a change in control on the executive’s awards: Under the Pentair plc 2012 Stock and Incentive Plan, the term “cause” means an act or omission by the officer as is determined by the Plan administrator to constitute cause for termination, including but not limited to any of the following: Under the Pentair plc 2012 Stock and Incentive Plan, the term “good reason” means: 56 2017 Proxy Statement EXECUTIVE COMPENSATION TABLES For an event to constitute good reason, we must receive written notice and an opportunity to cure. Benefits pursuant to these incentive plans are generally applicable to all other participants who meet the requisite criteria as well as to the Named Executive Officers. The amounts each Named Executive Officer would receive upon a termination as a result of a Covered Termination, a qualifying retirement with 10 years of service, death or disability, in each case in the absence of a change in control, is shown below. As required by the The table below shows the Pentair plc 57 EXECUTIVE COMPENSATION TABLES The amounts in the two tables above assume, to the extent applicable, that: our ordinary shares were valued at $56.07, the closing market price for our ordinary shares on the last trading day of 2016; outplacement services fees are $50,000 or 10% of annual base salary, whichever is less; legal and accounting advisor fees are the maximum possible under the change in control agreements for each executive officer; and medical, dental and life insurance coverage will continue until three years (for Mr. Hogan) or two years (for Messrs. Stauch, Frykman and Cassidy and Ms. Keegans) after a change in control, in each case at the current cost per year for each executive. Under certain circumstances, as reflected above, we may pay to an executive covered by a change in control agreement (other than Ms. The Committee believes that the balance of our fixed and variable compensation in our executive officer compensation programs the balance in our compensation programs between the achievement of short-term objectives and longer-term value creation the mix of compensation forms within our long-term incentive compensation program our use of multiple performance measures under our incentive compensation programs the impact of these performance measures on our financial results our use of performance curves that require achievement of a minimum level of performance before receiving any incentive payout capped payouts under our incentive programs our adoption of a clawback policy pursuant to which certain incentive compensation earned by our executive officers may be subject to recoupment our stock ownership guidelines and equity holding policy our adoption of an equity holding policy Based on its assessment, the Committee concluded that the risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on our company. The Committee will continue to assess our compensation programs to align employee interests with those of long-term shareholder interests. 58 2017 Proxy Statement Table of Contents Section 14A of the Securities Exchange Act of 1934 requires that, every six years, we provide shareholders with a vote on how frequently we will submit the non-binding advisory vote on compensation of our named executive officers (the “say on pay” vote) to our shareholders in the future. We last submitted a vote on the frequency of future say on pay votes to our shareholders in 2011, when, in keeping with the recommendation of our Board, our shareholders expressed a preference that future say on pay votes be held on an annual basis. Consistent with that preference, our Board has held a say on pay vote annually since 2011. Because this is the sixth year after the first vote on the frequency of future say on pay votes, we are again asking our shareholders at the Annual General Meeting whether future say on pay votes should occur every one, two or three years. Our Board recommends that shareholders approve holding a say on pay vote every year (an annual vote) because we continue to believe that an annual vote will promote best governance practices and facilitate our Compensation Committee’s and our senior management’s consideration of the views of our shareholders in structuring our compensation programs for our named executive officers. We believe that an annual vote will provide our Compensation Committee and our senior management with more direct input on, and reactions to, our current compensation practices, and better allow our Compensation Committee and our senior management to measure how they have responded to the prior year’s vote. For the reasons discussed above, our Board recommends that shareholders vote in favor of holding an advisory say on pay vote on executive compensation at our annual meeting of shareholders every year. In voting on this non-binding advisory vote on the frequency of the say on pay vote, shareholders should be aware that they are not voting “for” or “against” the Board’s recommendation to vote for a frequency of every year. Rather, shareholders will be casting votes to recommend a say on pay vote frequency which may be every one, two or three years, or they may abstain entirely from voting on the proposal. Additionally, although the outcome of this advisory vote on the frequency of future say on pay votes is non-binding, our Board will review and consider the outcome of this vote when making determinations as to when the say on pay vote will again be submitted to shareholders for approval at an annual meeting of shareholders. The text of the resolution in respect of Proposal 3 is as follows: “IT IS RESOLVED, that, on a non-binding, advisory basis, the shareholders recommend, whether a vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years, or abstain from any recommendation.” Approval, by non-binding advisory vote, of the frequency of future advisory votes on compensation of named executive officers requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. The frequency of the say on pay vote receiving the greatest number of votes cast in favor of such frequency will be the frequency of the say on pay vote that shareholders are deemed to have approved. Pentair plc 59 The Audit and Finance Committee has selected and appointed Deloitte & Touche LLP (“D&T”) to audit our financial statements for the fiscal year ending December 31, 2017. The Board, upon the recommendation of The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditors retained to audit our financial statements. D&T has been retained as our independent auditorcontinuously since 1977. The Audit and Finance Committee is responsible for the audit fee negotiations associated with our retention of D&T. In connection with the mandated rotation of D&T’s lead engagement partner, the Audit and Finance Committee and its Chair are directly involved in the selection of D&T’s new lead engagement partner. The members of the Audit and Finance Committee and the Board believe that the continued retention of D&T to serve as our independent auditor is in our and our shareholders’ best interests. We expect that one or more representatives of D&T will be present at the Annual General Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any questions. The resolution in respect of this Proposal 4 is an ordinary resolution. The text of the resolution in respect of Proposal 4 is as follows: “IT IS RESOLVED,to ratify, on a non-binding, advisory basis, the appointment of Deloitte & Touche LLP as the independent auditors of Pentair plc and to authorize, in a Ratification, by non-binding advisory vote, of the appointment of Deloitte & Touche LLP as the independent auditors of Pentair plc and the authorization, by binding vote, of the Audit and Finance Committee to set the auditors’ remuneration requires the affirmative vote of a majority of the votes cast in person or by proxy at the 60 2017 Proxy Statement PROPOSAL 4 AUDIT AND FINANCE COMMITTEE PRE-APPROVAL POLICY The Audit and Finance Committee reviews and approves the FEES PAID TO THE INDEPENDENT AUDITORS We engaged D&T, Deloitte AG, Deloitte & Touche (Ireland) and the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the “Deloitte Entities”) to provide various audit, audit-related, tax and other permitted non-audit services to us during fiscal years 2016 and 2015. The Audit and Finance Committee approved all Pentair plc 61 AUDIT AND FINANCE COMMITTEE REPORT In connection with the reviewed and discussed with Deloitte & Touche LLP, our independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301 and Rule 2-07 of SEC Regulation S-X; and received the written disclosures and the letter from Deloitte & Touche LLP as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit and Finance Committee concerning independence, and discussed with Deloitte & Touche LLP their independence. Based upon these reviews and discussions, the Audit and Finance Committee recommended to the Board that our audited consolidated financial statements be included in the Annual Report on Form 10-K THE AUDIT AND FINANCE COMMITTEE Ronald L. Merriman, Chair 62 2017 Proxy Statement Table of Our historical open-market share repurchases (redemptions) and other share buyback activities result in ordinary shares being acquired and held by us as treasury shares. We may re-allot treasury shares that we acquire through our various share buyback activities in connection with our employee compensation programs. Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. In this proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, this authorization will expire after eighteen months unless renewed. Accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings. The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% (or nominal value where the re-allotment of treasury shares is required to satisfy an obligation under any employee or director share or option plan operated by Pentair plc) and 120%, respectively, of the average closing price per ordinary share, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the proposed date of re-allotment. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders. The resolution in respect of this Proposal 5 is a special resolution. The text of the resolution in respect of Proposal 5 is as follows: “IT IS RESOLVED, as a special resolution, that for the purposes of section 1078 of the Companies Act 2014, the re-allot price range at which any treasury shares (as defined by section 106 of the Companies Act 2014) for the time being held by Pentair plc may be re-allotted off-market shall be as follows: FURTHER RESOLVED, that this authority to re-allot treasury shares shall expire on the date 18 months from the date of the passing of this resolution unless previously varied, revoked or renewed in accordance with the provisions of sections 109 and/or 1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market.” Authorization of the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law requires the affirmative vote of not less than 75% of the votes cast in person or by proxy at the Annual General Meeting. Pentair plc 63 In connection with a review of our corporate governance practices, the Board decided to proactively propose the adoption of proxy access to our shareholders. Therefore, the Board is recommending that our shareholders approve amendments to our Articles of Association to implement proxy access. Proxy access would allow eligible shareholders to nominate their own nominees for election to our Board and have their nominees included in our proxy materials, along with the candidates nominated by the Board. Our Board is committed to strong corporate governance practices and believes that proxy access is in the best interests of our company and our shareholders. The Board believes that the implementation of proxy access in the manner set forth in this proposal will provide meaningful rights to our shareholders while ensuring these rights are usedby shareholders in a responsible manner. During 2016, we conducted shareholder outreach on proposed proxy access terms with 30 of our largest shareholders representing 64% of our outstanding shares. The Board took into account feedback received from such shareholders when determining the terms of the proposed amendments to our Articles of Association to implement proxy access. The Board recommends the implementation of proxy access and, since implementation requires amendments to our Articles of Association under Irish law, seeks shareholder approval for its adoption. If approved by shareholders, proxy access will become effective immediately and will be available for use at our 2018 Annual General Meeting. DESCRIPTION OF THE PROXY ACCESS AMENDMENTS The following description is only a summary and is qualified in its entirety by reference to the complete text of the proposed amendments to the relevant articles in our Articles of Association, which is attached to this proxy statement as Appendix B. We urge you to read Annex B in its entirety before casting your vote. Any shareholder or group of up to 20 shareholders that has maintained ownership of 3% or more of our outstanding shares continuously for at least three years would be permitted to include a specified number of director nominees in our proxy materials for future Annual General Meetings. In order to ensure that the interests of shareholders seeking to include candidates in our proxy materials are aligned with those of other shareholders, a shareholder would be deemed to own only those shares as to which the shareholder possesses both (1) the full voting and investment rights pertaining to such shares and (2) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The following shares would not count as “owned” shares for purposes of determining whether the ownership threshold has been met: shares sold by a person or any of its affiliates in any transaction that has not been settled or closed; shares that a person or any of its affiliates borrowed or purchased pursuant to an agreement to resell; and shares subject to any derivative instrument or similar agreement in respect of our shares, which instrument oragreement has the purpose or effect of (1) reducing the person’s or affiliates’ full right to vote or direct the voting of any such shares and/or (2) hedging, offsetting or altering the gain or loss arising from the full economic ownership of such person’s or affiliates’ shares. A shareholder will be deemed to “own” shares held in the name of a nominee or other intermediary so long as the person claiming ownership of such shares retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A shareholder’s ownership of shares will also be deemed to continue during any period in which such person has loaned such shares, provided that the person has the power to recall such loaned shares on five U.S. business days’ notice. 64 2017 Proxy Statement PROPOSAL 6 The maximum number of candidates nominated by all eligible shareholders that we would be required to include in our proxy materials cannot exceed the greater of 2 nominees or 20% of the number of directors in office as of the last day on which a notice of proxy access nomination may be delivered to us. Any candidate who is subsequently withdrawn or included by the Board in our proxy materials as a Board-nominated candidate would be counted against the nominee limit. Moreover, directors that the Board nominates for reelection that were previously elected pursuant to our proxy access provisions or pursuant to an agreement or other arrangement with one or more shareholders in lieu of such person being formally nominated as a director pursuant to our proxy access provisions, in each case, at one of the previous two Annual General Meetings, would be counted against the nominee limit. Any shareholder or group of shareholders that submits more than one candidate for inclusion in our proxy materials would be required to rank its candidates. If the number of candidates exceeds the nominee limit, the highest ranking eligiblecandidate from each shareholder or group of shareholders will be included in our proxy materials until the limit is reached, beginning with the shareholder or group of shareholders with the largest number of shares. In order to provide adequate time to assess shareholder-nominated candidates, requests to include such candidates in our proxy materials must be received no earlier than 150 daysand no later than 120 days before the first anniversary of the date of our definitive proxy statement released to shareholders in connection with the prior year’s Annual General Meeting. Each shareholder seeking to include a candidate in our proxy materials would be required to provide certain information to us, including but not limited to: verification of, and information regarding, the share ownership of the shareholder as of the date of the submission and the record date for the annual meeting; information regarding each candidate, including biographical and share ownership information; in the case of a nomination by a group of shareholders, the designation by all group members of one specified group member that is authorized to act on behalf of all group members with respect to the nomination and all related matters; a copy of the Schedule 14N filed by the shareholder(s) with the SEC; and; a description of any financial arrangement with respect to the nomination between the shareholder or candidate and any other person. Shareholders and candidates, as applicable, would also be required to make certain representations to, and agreements with, us, including but not limited to: agreement to refrain from soliciting in support of the election of any individual as a director other than its candidate(s) or a nominee of the Board; agreement to provide written statements verifying continuous qualifying ownership through the record date for the applicable Annual General Meeting; agreement by the candidate to refrain from becoming a party to any agreement or commitment as to how such candidate will vote on any issue if elected as a director; unless disclosed to us, agreement by the candidate to refrain from becoming a party to any compensatory or other financial arrangement with any person other than with us in connection with such person’s service as a director; agreement to not distribute any form of proxy for the Annual General Meeting other than the form distributed by us; and agreement to comply with our policies and indemnify us and our directors and officers for liability arising from certain matters relating to the nomination. Pentair plc 65 PROPOSAL 6 We would not be required to include a candidate in our proxy materials if, among other things: any shareholder nominates a person for election pursuant to the advance notice provisions of our Articles of Association; the candidate is not independent under applicable independence standards or is an officer or director of a competitor; the election of the candidate would cause us to violate our Memorandum or Articles of Association, the rules and listing standards of the principal exchange upon which our shares are listed, any applicable law, rule or regulation or any publicly disclosed standards of our company applicable to directors; the candidate or the shareholder has provided materially false or misleading information to us; or the shareholder or its representative does not appear at the Annual General Meeting in person to present the nomination of its candidate. In addition, the Board or the chair of the Annual General Meeting will declare a director nomination to be defective, and such nomination will be disregarded, if the shareholder fails to comply with any of the provisions of our Articles of Association relating to proxy access. Any candidate who is included in our proxy materials but subsequently either withdraws from or becomes ineligible for election at the meeting or does not receive at least 25% of the votes cast in favor of election would be ineligible for nomination at the following two Annual General Meetings. Shareholders would be permitted to include in our proxy statement for the applicable Annual General Meeting a written statement of up to 500 words in support of the election of their candidate. We would be permitted to omit any information or statement that we determine is materially false or misleading or the disclosure of which would violate any applicable law or regulation. The resolution in respect of this Proposal 6 is a special resolution. The text of the resolution in respect of Proposal 6 is as follows: “ “IT IS RESOLVED, as a special resolution, that the Articles of Association of Pentair plc be and are hereby amended in the manner provided in Appendix B of this proxy statement.” Approval of the amendments to our Articles of Association to implement proxy access requires the affirmative vote of not less than 75% of the votes cast in person or by proxy at the Annual General Meeting. 66 2017 Proxy Statement The following table contains information concerning the beneficial ownership of our ordinary shares as of March Pentair plc 67 SECURITY OWNERSHIP Our executive officers, directors and 10% shareholders are required under the Securities Exchange Act of 1934 to file reports of ownership and changes in ownership with the Securities and Exchange Commission and furnish copies of these reports to us. We have reviewed copies of reports furnished to us, or written representations that no reports were required. Based solely on these reports, we believe that during 68 2017 Proxy Statement Why did I receive these proxy materials? We are providing these proxy materials to you because our Board of Directors is soliciting proxies for use at our Annual General Meeting of Shareholders to be held on May 9, 2017. We either (i) mailed you a Notice of Internet Availability of Proxy Materials on or before March 24, 2017 notifying each shareholder entitled to vote at the Annual General Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 or (ii) mailed you a printed copy of such proxy materials and a proxy card in paper format. You received these proxy materials because you were a shareholder of record as of the close of business on March 6, 2017. If you received a Notice of Internet Availability of Proxy Materials and would like to receive a printed copy of our proxy materials, including a proxy card in paper format on which you may submit your vote by mail, you should follow the instructions for requesting such proxy materials in the Notice of Internet Availability of Proxy Materials. This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and our Irish statutory financial statements and directors’ and auditors’ reports are available online atwww.proxyvote.com. What is a proxy? A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. You may vote your proxy by telephone or over the Internet as directed in the Notice of Internet Availability of Proxy Materials or, if you have requested or received a proxy card, by signing and dating the proxy card and submitting it by mail. What is the difference between a shareholder of record and a beneficial owner? If your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent, you are a “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other custodian or nominee, you are considered the beneficial owner of shares held in “street name.” As a beneficial owner, you have the right to direct your broker, bank or other custodian or nominee on how to vote your shares. Who is entitled to vote at the Annual General Meeting and how many votes do I have? The Board has set the close of business on March 6, 2017 (Eastern Standard Time) as the record date for the Annual General Meeting. At the close of business on the record date, we had [181,928,107] ordinary shares outstanding and entitled to vote. All shareholders of record at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Beneficial owners whose banks, brokers or other custodians or nominees are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting. How do I vote if I am a shareholder of record? If you are a shareholder of record of ordinary shares, you can vote in the following ways: By Internet:You can vote over the Internet atwww.proxyvote.com. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card. By Telephone:You can vote by telephone from the United States or Canada by calling the telephone number in the Notice of Internet Availability of Proxy Materials or on the proxy card. By Mail:You can vote by mail by marking, signing and dating your proxy card or voting instruction form and returning it in the postage-paid envelope, which will be forwarded to Pentair plc’s registered address electronically. For more information, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card. At the Annual General Meeting:If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting. How do I vote if I am a beneficial owner? If you are a beneficial owner of ordinary shares, you can vote in the following ways: General:You can vote by following the materials and instructions provided by your bank, broker or other custodian or nominee. Pentair plc 69 QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING At the Annual General Meeting:If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, then you must obtain a legal proxy, executed in your favor, from the shareholder of record of your shares (i.e., your broker, bank or other custodian or nominee) and bring it to the Annual General Meeting. What is the deadline to vote my shares if I do not vote in person at the Annual General Meeting? If you are a shareholder of record, you may vote by Internet or by telephone until 8:00 a.m. local time (3:00 a.m. Eastern Daylight Time) on May 7, 2017. If you are a shareholder of record and submit a proxy card, the proxy card must be received at the address stated on the proxy card by 8:00 a.m. local time (3:00 a.m. Eastern Daylight Time) on May 7, 2017. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker or other custodian or nominee. How do I attend the Annual General Meeting? All shareholders of record as of the close of business on the record date are invited to attend and vote at the Annual General Meeting. For admission to the Annual General Meeting, shareholders should bring a form of photo identification to the shareholders check-in area at the meeting, where their ownership will be verified. Those who beneficially own shares should also bring account statements or letters from their banks, brokers or other custodians or nominees that they own our ordinary shares as of March 6, 2017 (see above for further information if you also intend to vote at the Annual General Meeting). Registration will begin at 7:00 a.m. (local time) and the Annual General Meeting will begin at 8:00 a.m. (local time) on May 9, 2017. Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland at 8:00 a.m. (local time) and the requirements for admission to the Annual General Meeting, as set out above, apply. May I change or revoke my proxy? If you are a shareholder of record and have already voted, you may change or revoke your proxy before it is exercised at the Annual General Meeting in the following ways: By voting by Internet or telephone at a date later than your previous vote but prior to the voting deadline (which is 8:00 a.m. local time or 3:00 a.m. Eastern Daylight Time on May 7, 2017); By mailing a proxy card that is properly signed and dated later than your previous vote and that is received prior to the voting deadline (which is 8:00 a.m. local time or 3:00 a.m. Eastern Daylight Time on May 7, 2017); or By attending the Annual General Meeting and voting in person. If you are a beneficial owner, you must contact the record holder of your shares to revoke a previously authorized proxy or voting instructions. What is the effect of broker non-votes and abstentions? A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to “routine” matters, they do not have discretionary power to vote your shares on “non-routine” matters pursuant to New York Stock Exchange (“NYSE”) rules. If you do not provide voting instructions for proposals considered “non-routine” a “broker non-vote” occurs. We believe that Proposals 1, 2, 3 and 6 will be considered “non-routine” under NYSE rules and therefore your broker will not be able to vote your shares with respect to these proposals unless the broker receives appropriate instructions from you. If a broker does not receive voting instructions from you regarding Proposals 1, 2, 3 and 6, the “broker non-vote” will have no effect on the vote on such agenda items. The “routine” proposals in this Proxy Statement are Proposals 4 and 5, for which your broker has discretionary voting authority under the NYSE rules to vote your shares, even if the broker does not receive voting instructions from you. Ordinary shares owned by shareholders electing to abstain from voting on any of the Proposals will have no effect on any of the Proposals. How will my shares be voted if I do not specify how they should be voted? If you submit a proxy to the company-designated proxy holders and do not provide specific voting instructions, you instruct the company-designated proxy holders, or, if your shares are held in the Pentair Retirement Savings and Stock Incentive Plan, Fidelity Management Trust Company (or its designated affiliate) to vote your shares in accordance with the recommendations of the Board. If your shares are held in the Pentair Retirement Savings and Stock Incentive Plan and you do not submit a proxy, Fidelity Management Trust Company (or its designated affiliate) will vote your shares along with all other uninstructed shares in proportion to the voting by Pentair Retirement Savings and Stock Incentive Plan shares for which instructed proxies were received. How will voting on any other business be conducted? Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other 70 2017 Proxy Statement QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND VOTING business is proposed and properly presented at the Annual General Meeting, you instruct the company-designated proxy holders, in the absence of other specific instructions or the appointment of other proxy holders, to vote your shares in accordance with the recommendations of the Board. What constitutes a quorum for the Annual General Meeting? Our Articles of Association provide that all resolutions and elections made at a shareholders’ meeting require the presence, in person or by proxy, of a majority of all shares entitled to vote, with abstentions and broker non-votes regarded as present for purposes of establishing the quorum. Who will count the votes? Representatives from The Carideo Group, Inc. will count the votes and serve as our Inspectors of Election. Who will pay for the cost of this proxy solicitation? We will pay the costs of soliciting proxies sought by the Board. Proxies may be solicited on our behalf by our directors, officers or employees telephonically, electronically or by other means of communication. We have engaged Morrow & Co., LLC to assist us in the solicitation of proxies at a cost to us of $10,000, plus out-of-pocket expenses. We have requested that banks, brokers and other custodians and nominees who hold ordinary shares on behalf of beneficial owners forward soliciting materials to those beneficial owners. Upon request, we will reimburse banks, brokers and other custodians and nominees for reasonable expenses incurred by them in forwarding these soliciting materials to beneficial owners of our ordinary shares. Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials? As explained in more detail below, we are using the “notice and access” system adopted by the SEC relating to the delivery of our proxy materials over the Internet. As a result, we mailed to many of our shareholders a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. Shareholders who received the notice will have the ability to access the proxy materials over the Internet and to request a paper copy of the proxy materials by mail, by e-mail or by telephone. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the notice. In addition, the notice contains instructions on how shareholders may request proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The Notice of Internet Availability of Proxy Materials also serves as a Notice of Meeting. What are the “notice and access” rules and how do they affect the delivery of the proxy materials? The SEC’s notice and access rules allow us to deliver proxy materials to our shareholders by posting the materials on an Internet website, notifying shareholders of the availability of the proxy materials on the Internet and sending paper copies of proxy materials upon shareholder request. We believe that the notice and access rules allow us to use Internet technology that many shareholders prefer, continue to provide our shareholders with the information that they need and, at the same time, ensure more prompt delivery of the proxy materials. The notice and access rules also lower our cost of printing and delivering the proxy materials and minimize the environmental impact of printing paper copies. Why did I receive more than one Notice of Internet Availability of Proxy Materials or proxy card? You may have received multiple Notices of Internet Availability of Proxy Materials or proxy cards if you hold your shares in different ways or accounts (for example, 401(k) accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If you are the beneficial owner of shares held in “street name,” you will receive your voting information from your bank, broker or other custodian or nominee, and you will vote as indicated in the materials you receive from your bank, broker or other custodian or nominee. You should vote your proxy for each separate account you have. Pentair plc 71 SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS The deadline for submitting a shareholder proposal for inclusion in our proxy materials for our 2018 Annual General Meeting pursuant to SEC Rule 14a-8 is November 24, 2017. Any such proposal must meet the requirements set forth in the rules and regulations of the SEC, including Rule 14a-8, for such proposals to be eligible for inclusion in our proxy statement and form of proxy for our Subject to A shareholder who intends to present business, other than a shareholder proposal pursuant to Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, at the 2018 Annual GeneralMeeting must comply with the requirements set forth in our Articles of Association. Shareholder proposals or nominations pursuant to any of the foregoing should be sent to us at our principal executive offices: Our Articles of Association IRISH DISCLOSURE OF SHAREHOLDER INTERESTS Under the Irish Companies Act of 2014, our shareholders must notify us if, as a result of a transaction, the shareholder will become interested in 3% or more of our shares; or if as a result of a transaction a shareholder who was interested in more than 3% of our shares ceases to be so interested. Where a shareholder is interested in more than 3% of our shares, the shareholder must notify us of any alteration of his or 72 2017 Proxy Statement IRISH COMPANIES ACT 2014 (THE “ACT”) in our shares of any kind whatsoever. Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next whole number. We must be notified within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the notification requirement. If a Any shareholder wishing to review, without charge, a copy of our To reduce duplicate mailings, we are now sending only one copy of our Notice of Internet Availability of Proxy Materials or Annual Report to Shareholders and Proxy Statement, as applicable, to multiple shareholders sharing an address unless we receive contrary instructions from one or more of the shareholders. Upon written or oral request, we will promptly deliver a separate copy of these documents to a shareholder at a shared address. If you wish to receive separate copies of these documents, please notify us by writing or calling Pentair plc, If you are receiving duplicate mailings, you may authorize us to discontinue mailings of multiple Notices of Internet Availability of Proxy Materials or Annual Reports to Shareholders and Proxy Statements, as applicable. To discontinue duplicate mailings, notify us by writing or calling Pentair plc, Pentair plc 73 RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES PENTAIR PLC AND SUBSIDIARIES PENTAIR PLC AND SUBSIDIARIES 74 2017 Proxy Statement PROXY ACCESS AMENDMENTS TO ARTICLES OF ASSOCIATION Note: the amendments set forth in this Appendix B are reflected as a comparison to Whenever the Board solicits proxies with respect to the election of Directors at an annual general meeting, in addition to any persons nominated for election to the Board by or at the direction of the Board or any committee thereof, subject to the provisions of this article 96(b), the Company shall (1) include in its notice of meeting and proxy materials, as applicable, for any annual general meeting of shareholders (A) the name of any person nominated for election (the “Shareholder Nominee”) pursuant to a Notice of Proxy Access Nomination (as defined below) submitted to the Company in accordance with this article 96(b) by an owner (as defined below) who is entitled to vote at the annual general meeting and who satisfies the applicable notice, ownership and other requirements of this article 96(b) (a “Nominator”), or by a group of no more than 20 such owners who are each entitled to vote at the annual general meeting (collectively, a “Nominator Group”) and who, collectively Pentair plc 75 APPENDIX B 76 2017 Proxy Statement APPENDIX B article 96(b), the Pentair plc 77 APPENDIX B employees, agents and affiliates individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its Directors, officers, employees, agents and affiliates, arising out of such person’s solicitations or communications with the 78 2017 Proxy Statement APPENDIX B of whether the requirements of “ownership” of shares for purposes of this article 96(b) are met shall be made by the Board acting in good faith. For the purposes of this article 96(b), the terms “own” “owned,” “owner” and “owning” and other variations of the word “own” shall have correlative meanings. For the purposes of this article 96(b), the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the rules and regulations of the Exchange Act. Pentair plc 79 APPENDIX B 80 2017 Proxy Statement APPENDIX B Pentair plc 81 APPENDIX B For the purpose of this 82 2017 Proxy Statement CUSTOMER FIRST We make it easy for customers to do business with Pentair and are tenacious about meeting customer commitments POSITIVE ENERGY We display a positive outlook and take responsibility for our impact on others ACCOUNTABILITY FOR PERFORMANCE We commit to high standards of performance and demonstrate personal ownership for getting the job done RESPECT AND We treat others with respect and openness; we collaborate and align with others for team success. INNOVATION AND ADAPTABILITY We actively pursue continuous improvement, adapting to changing circumstances and applying new ideas ABSOLUTE We are committed to honest and ethical business practices in our dealings with customers, business partners, investors, communities, and each other VOTE BY INTERNET -www.proxyvote.com VOTE BY PHONE - 1-800-690-6903 VOTE BY MAIL All instruments of proxy and proxy cards should be received by 3:00 a.m. Eastern Daylight Time on May 7, 2017. PENTAIR PLC The Board of Directors recommends you vote FOR the following director nominees: The Board of Directors recommends you vote FOR proposals 2, 1 Year 2 Years 3 Years Abstain Any shareholder entitled to attend and vote at the Annual General Meeting of Shareholders may appoint one or more proxies, who need not be a shareholder(s) of the Company. A proxy is required to vote in accordance with any instructions given to Table of Contents Important Notice Regarding the Availability of Proxy Materials for the PENTAIR PLC This proxy is solicited by the Board of Directors. The signatory, revoking any proxy heretofore given in connection with the Meeting (as defined below), hereby appoints Randall J. Hogan, John L. Stauch and Angela D. Jilek, or any of them (the “Proxies”), as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to attend, speak and to vote at the Meeting, as designated on the reverse side of this card, all ordinary shares of Pentair plc that the signatory is entitled to vote at the Annual General Meeting of Shareholders to be held at 8:00 AM, local time, on May 9, 2017, at the Claridge's, Brook Street, Mayfair, London, United Kingdom, W1K 4HR, and any adjournment or postponement thereof (the “Meeting”). If you wish to appoint as proxy any other person or persons, please contact the Corporate Secretary. If the signatory is a participant in the Pentair Retirement Savings and Stock Incentive Plan (“Pentair ESOP”), the signatory hereby directs Fidelity Management Trust Company as Pentair ESOP Trustee, to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of Pentair plc allocated to the signatory’s account in the Pentair ESOP as of March 6, 2017. If the signatory is a participant in the Pentair plc Employee Stock Purchase and Bonus Plan or the Pentair plc International Stock Purchase and Bonus Plan (the “Purchase Plans”), the signatory, revoking any proxy heretofore given in connection with the Meeting, hereby appoints the Proxies, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes the Proxies to attend and to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of Pentair plc allocated to the signatory’s account in the Purchase Plans as of March 6, 2017. In the event of other agenda items or proposals during the Meeting on which voting is permissible under Irish law, you instruct the Proxies, in the absence of other specific instructions, to vote the shares in accordance with the Board of Directors’ recommendations. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side.10,9, 2017Proposal Board Vote
Recommendation Vote Required Page Reference 1. Re-Election of Director Nominees FOReach nominee Majority of votes cast 11 2. Advisory Vote on the Compensation of Named Executive Officers FOR Majority of votes cast 27 3. Advisory Vote on Frequency of the Vote on the Compensation of Named Executive Officers ONE YEAR Alternative receiving
greatest number of votes59 4. Ratify the Appointment of Independent Auditors and the Audit and Finance Committee to Set the Auditors’ Remuneration FOR Majority of votes cast 60 5. Authorize the Price Range at which Pentair Can Re-allot Treasury Shares FOR 75% of votes cast 63 6. Approve Amendments to Pentair’s Articles of Association to Implement Proxy Access FOR 75% of votes cast 64 TABLE OF CONTENTSDirector Nominees Committee Memberships Name Age Director
Since Independent Audit and
Finance Compensation Governance Glynis A. Bryan 58 2003 ✓ ● Jerry W. Burris 53 2007 ✓ ● ● Carol Anthony (John) Davidson 61 2012 ✓ Jacques Esculier 57 2014 ✓ ● Edward P. Garden 55 2016 ✓ ● ● T. Michael Glenn 61 2007 ✓ ● 
David H.Y. Ho 57 2007 ✓ ● Randall J. Hogan 61 1999 David A. Jones 67 2003 ✓ ● Ronald L. Merriman 72 2004 ✓ William T. Monahan(Lead Director) 69 2001 ✓ ● ● Billie Ida Williamson 64 2014 ✓ ● ● committee member committee chair Board Overview TENURE BALANCE GENDER DIVERSITY DIRECTOR INDEPENDENCE 
Our Compensation Philosophy ► ► ► ► ► ► ► ► 2016 DIRECT COMPENSATION MIX 
Page
Pay-for-Performance ► Answers about Proxy Materials, Votingother Named Executive Officers’ compensation should be appropriately risk-based, balancing annual and the Annual General Meetinglong-term performance. ► ► did not receive an annual incentive payment in 2016 for 2015 performance, reflecting the severe market downturns in mining, energy and oil and gas. ► ► ► ► ► Non-Binding Advisory Vote,below target income performance and below threshold core revenue growth. (page 37).► Appointmentthree-year performance period ending on December 31, 2016 paid out at 30% of Deloitte & Touche LLPtarget, due to the challenging business conditions over the performance period (page 40).► ► ► ► ► ► ► Long Term Incentive Design ► Greater portion of long-term compensation should be performance-vested equity. ► Adjusted EPS viewed as a measure closely tied to creation of shareholder value, but suggestion to add a return and/or relative performance measure. ► Disclosure of performance goals in year of grant. ► CEO and other Executive Officer stock ownership highly valued. ► ► Introduced adjusted EPS as the Independent Auditors of Pentair plc and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditors’ Remunerationperformance share unit measure. Price Range at which Pentair plc Can Re-allot Shares It Holds as Treasury Shares Under Irish Lawcreation of long-term shareholder value. ► ► Association to Make Certain Administrative Amendments and (B) Memorandum of Association to Make Certain Administrative Amendmentsgrant (page 39). ►
1C-1RE-ELECT DIRECTOR NOMINEES The Board recommends a voteFOR each Director nominee 
PROXY STATEMENTFOR THEANNUAL GENERAL MEETING OF SHAREHOLDERS OFPENTAIR PLCTO BE HELD ON TUESDAY, MAY 10, 2016QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS, VOTINGAND THE ANNUAL GENERAL MEETINGWhy did I receive these proxy materials?We are providing these proxy materials to you becausePentair plc (the “Board”) is soliciting proxiesour current directors for use at ourre-election for a one-year term expiring on completion of the 2018 Annual General Meeting of Shareholders to be held on May 10, 2016. We either (i) mailed you a Notice of Internet Availability of Proxy Materials on or before March 25, 2016 notifying each shareholder entitled to vote at the Annual General Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 or (ii) mailed you a printed copy of such proxy materials and a proxy card in paper format. You received these proxy materials because you were a shareholder of record asMeeting. If any of the close of business on March 7, 2016.If you received a Notice of Internet Availability of Proxy Materials and would likenominees should become unable to receive a printed copy of our proxy materials, including a proxy card in paper format on which you may submit your vote by mail, you should followaccept re-election, the instructions for requesting such proxy materials in the Notice of Internet Availability of Proxy Materials.This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and our Irish statutory financial statements and directors’ and auditors’ reports are available online at www.proxyvote.com. These materials provide you with the information you need to know to vote your shares. In this Proxy Statement, we may also refer to Pentair plc as “the company,” “we,” “our” or “us.”What is a proxy?A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By voting your proxy, you are giving the personsproxies named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card. You may vote your proxyfor other persons selected by telephonethe Board. Management has no reason to believe that any of the nominees named above will be unable to serve their full term if elected.overhave been within the Internet as directed in the Notice of Internet Availability of Proxy Materials or, if you have requested or received a proxy card, by signing and dating the proxy card and submitting it by mail.What is the difference between a shareholder of recordpast five years, directors; and a beneficial owner?If your sharesdiscussion of the specific experience, qualifications, attributes or skills that led to the conclusion that each should serve as a director.registered directlyordinary resolutions. The text of the resolutions in your name with Computershare Trust Company, N.A.,respect of Proposal 1 are as follows:(a) Glynis A. Bryan (g) David H.Y. Ho (b) Jerry W. Burris (h) Randall J. Hogan (c) Carol Anthony (John) Davidson (i) David A. Jones (d) Jacques Esculier (j) Ronald L. Merriman (e) Edward P. Garden (k) William T. Monahan (f) T. Michael Glenn (l) Billie Ida Williamson” Vote Requirement transfer agent, you areArticles of Association, the election of each director requires the affirmative vote of a “shareholdermajority of record.” If your shares are heldthe votes cast in a stock brokerage accountperson or by a bank or other custodian or nominee, you are considered the beneficial owner of shares held in “street name.” As a beneficial owner, you have the right to direct your broker, bank or other custodian or nominee on how to vote your shares.Who is entitled to vote at the Annual General Meeting and how many votes do I have?The Board has set the close of business on March 7, 2016 (Eastern Standard Time) as the record date for the Annual General Meeting. At the close of business on the record date, we had 180,623,768 ordinary shares outstanding and entitled to vote. All shareholders of record at the close of business on the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presentedproxy at the Annual General Meeting. Beneficial owners whose banks, brokers or other custodians orA nominee who does not receive a majority of the votes cast inan uncontested election will not be elected to our Board. Your proxies cannot be voted for a greater number of persons than the number of nominees are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business on the record date are entitled to vote on the matters set forthnamed in this Proxy Statement and any other matter properly presented at the Annual General Meeting. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.Statement.THE BOARD RECOMMENDS A VOTE “FOR” RE-ELECTION OF EACH DIRECTOR NOMINEE. If you are a shareholder of record of ordinary shares, you can vote in the following ways:By Internet: You can vote over the Internet at www.proxyvote.com by following the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.1
By Telephone: You can vote over the telephone by following the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.By Mail: If you have requested or received a paper copy of a proxy card by mail, you can vote by completing the proxy card and then signing, dating and mailing the proxy card in the postage-paid envelope (which will be forwarded to Pentair plc’s registered address electronically).At the Annual General Meeting: If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, we will give you a ballot at the meeting.How do I vote if I am a beneficial owner?If you are a beneficial owner of ordinary shares, you can vote in the following ways:General: You can vote by following the materials and instructions provided by your bank, broker or other custodian or nominee.At the Annual General Meeting: If you plan to attend the Annual General Meeting and wish to vote your ordinary shares in person, then you must obtain a legal proxy, executed in your favor, from the shareholder of record of your shares (i.e., your broker, bank or other custodian or nominee) and bring it to the Annual General Meeting.What is the deadline to vote my shares if I do not vote in person at the Annual General Meeting?If you are a shareholder of record, you may vote by Internet or by telephone until 8:00 a.m. local time (3:00 a.m. Eastern Daylight Time) on May 8, 2016. If you are a shareholder of record and submit a proxy card, the proxy card must be received at the address stated on the proxy card by 8:00 a.m. local time (3:00 a.m. Eastern Daylight Time) on May 8, 2016. If you are a beneficial owner, please follow the voting instructions provided by your bank, broker or other custodian or nominee.How do I attend the Annual General Meeting?All shareholders of record as of the close of business on the record date are invited to attend and vote at the Annual General Meeting. For admission to the Annual General Meeting, shareholders should bring a form of photo identification to the shareholders check-in area at the meeting, where their ownership will be verified. Those who beneficially own shares should also bring account statements or letters from their banks, brokers or other custodians or nominees that they own our ordinary shares as of March 7, 2016 (see above for further information if you also intend to vote at the Annual General Meeting). Registration will begin at 7:00 a.m. (local time) and the Annual General Meeting will begin at 8:00 a.m. (local time) on May 10, 2016.Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland at 8:00 a.m. (local time) and the requirements for admission to the Annual General Meeting, as set out above, apply.May I change or revoke my proxy?If you are a shareholder of record and have already voted, you may change or revoke your proxy before it is exercised at the Annual General Meeting in the following ways:By voting by Internet or telephone at a date later than your previous vote but prior to the voting deadline (which is 8:00 a.m. local time or 3:00 a.m. Eastern Daylight Time on May 8, 2016);By mailing a proxy card that is properly signed and dated later than your previous vote and that is received prior to the voting deadline (which is 8:00 a.m. local time or 3:00 a.m. Eastern Daylight Time on May 8, 2016); orBy attending the Annual General Meeting and voting in person.If you are a beneficial owner, you must contact the record holder of your shares to revoke a previously authorized proxy or voting instructions.What proposals are being presented at the Annual General Meeting and what vote is required to approve each proposal?We intend to present the proposals set forth below for shareholder consideration and voting at the Annual General Meeting. Each proposal requires an affirmative vote at the level set forth below.21 Carol Anthony (John) Davidson Age:61 Director Since:2012 ProposalVote Required
Biography
From 2004 until 2012, Mr. Davidson was Senior Vice President, Controller and Chief Accounting Officer of Tyco International Ltd., a provider of diversified industrial products and services. Between 1997 and 2004, Mr. Davidson held a variety of leadership roles at Dell Inc., a computer and technology services company, including the positions of Vice President, Audit, Risk and Compliance, and Vice President, Corporate Controller. Mr. Davidson also serves on the Board of Governors of the Financial Industry Regulatory Authority and previously served as a member of the Board of Trustees of the Financial Accounting Foundation.
Mr. Davidson is a CPA with more than 30 years of leadership experience across multiple industries and brings a strong track record of building and leading global teams and implementing governance and controls processes.
DaVita, Inc. (2010–present); Legg Mason, Inc. (2014–present); TE Connectivity Ltd. (2016–present)1. Re-elect eleven director nomineesMajority of votes cast2. Approve, by non-binding advisory vote,2 Edward P. Garden Age:55 Director Since:2016 Committee Served:
►Compensation
► Governance
Biography
Since November 2005, Mr. Garden has been Chief Investment Officer and a founding partner of Trian Fund Management, L.P. (“Trian”), a multi-billion dollar investment management firm. Previously, Mr. Garden served as Vice Chairman of Triarc Companies, Inc. (“Triarc”) from December 2004 through June 2007 and Executive Vice President from August 2003 until December 2004. From 1999 to 2003, Mr. Garden was a managing director of Credit Suisse First Boston, where he served as a senior investment banker in the compensationFinancial Sponsors Group. From 1994 to 1999, he was a managing director at BT Alex Brown where he was a senior member of the Named Executive OfficersFinancial Sponsors Group and, prior to that, co-head of Equity Capital Markets. Mr. Garden was appointed as a director following an increase in the size of our Board pursuant to a letter agreement that we entered into with Trian, one of our largest shareholders, Mr. Garden and certain other parties on September 7, 2015, a copy of which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 8, 2015 and is incorporated herein by reference.
Mr. Garden has over 25 years of experience advising, financing, operating and investing in companies, and he has worked with management teams and boards of directors to implement growth initiatives as well as operational, strategic and corporate governance improvements. Mr. Garden has strong operating experience, a network of relationships with institutional investors and investment banking/capital markets experience that can be utilized for our benefit.
The Bank of New York Mellon Corporation (2014–present); Family Dollar Stores, Inc., (2011–2015); The Wendy’s Company (formerly Wendy’s/ Arby’s Group, Inc. and previously Triarc) (2004–2015)Majority of votes cast3. Ratify, by non-binding advisory vote,3 David H. Y. Ho Age:57 Director Since:2007 Committee Served:
►Audit & Finance
Biography
Mr. Ho is Chairman and founder of Kiina Investment Limited, a venture capital firm that invests in start-up companies in the appointment of Deloitte & Touche LLPtechnology, media, and telecommunications industries, and has significant executive experience with global technology companies. From 2007 until his retirement in 2008, he served as the independent auditorsChairman of Pentair plcthe Greater China Region for Nokia Siemens Networks, a telecommunications infrastructure company that is a joint venture between Finland-based Nokia Corporation and Germany-based Siemens AG. Between 2002 and 2007, Mr. Ho served in various capacities for Nokia China Investment Limited, the Chinese operating subsidiary of Nokia Corporation, a multinational telecommunications company. Mr. Ho is also a director of China COSCO Shipping Corporation, formerly China Ocean Shipping Company, a Chinese state owned enterprise (since 2016), and China Mobile Communications Corporation, a Chinese state owned enterprise (since 2016), and was a director of Sinosteel Corporation from 2008 to authorize, by binding vote,2012 and Dong Fang Electric Corporation from 2009 to 2015.
Mr. Ho brings extensive experience and business knowledge of global markets in diversified industries, with a strong track record in establishing and building businesses in China, and management expertise in operations, mergers, acquisitions and joint ventures in the area.
Air Products and Chemicals, Inc. (2013–present); Qorvo, Inc. (2015–present); Owens-Illinois Inc. (2008–2012), 3Com Corporation (2008–2010)4 Ronald L. Merriman Age:72 Director Since:2004 Committee Served:
►Audit & Finance (Chair until May 2017)
Biography
Mr. Merriman serves as the Chair of the Audit and Finance Committee to set(until May 2017). He has also served as Managing Director of Merriman Partners, and Managing Director of O’Melveny & Myers LLP. He is the auditors’ remunerationretired Vice Chair of KPMG, a global accounting and consulting firm, where he served for 30 years in various positions, including as a member of the Executive Management Committee and as a member of the Board of Directors. Mr. Merriman also led KPMG’s Global Transportation & Logistics Practice and its Global Healthcare Practice and served as its U.S. Liaison Partner for Asia.
Mr. Merriman’s extensive accounting and financial background has strengthened our Audit and Finance Committee and its processes. In addition, his global experience has assisted us in our expansion into overseas markets.
Realty Income Corporation (2005–present); Haemonetics Corporation (2005–present); Aircastle Limited (2006–present)Majority of votes cast4. Authorize the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law75% of votes cast5. Amend Pentair plc’s Articles5 William T. Monahan Age:69 Director Since:2001 Committee Served:
► Compensation ► Governance
Biography
Mr. Monahan serves as our Lead Director. In 2006, Mr. Monahan served as a director and the Interim Chief Executive Officer of AssociationNovelis, Inc., a global leader in aluminum rolled products and aluminum can recycling. From 1995 to increase2004, Mr. Monahan was Chairman of the maximumboard of directors and Chief Executive Officer of Imation Corp., a manufacturer of magnetic and optical data storage media. He was involved in worldwide marketing with Imation and prior to that he held numerous leadership roles at 3M Company.
Mr. Monahan brings to our Board a wealth of global operational and management experience, as well as a deep understanding of our businesses gained as a long serving member of our Board. Mr. Monahan has extensive service as a board member and chief executive officer at companies in a number of directors from eleven to twelvedifferent industries. His broad international perspective on business operations has been instrumental as we become more global.
The Mosaic Company (2004–present); Hutchinson Technology, Inc. (2000–2013); Solutia Inc. (2008–2012); Novelis, Inc. (2005–2007); Imation Corp. (1995–2004)Majority of votes cast6. Amend Pentair plc’s (A) Articles6 Randall J. Hogan Age: 61 Director Since: 1999
Biography
Since January 1, 2001, Mr. Hogan has been our Chief Executive Officer. Mr. Hogan became Chairman of Associationthe Board on May 1, 2002. From December 1999 through December 2000, Mr. Hogan was our President and Chief Operating Officer. From March 1998 to December 1999, he was Executive Vice President and President of our Electrical and Electronic Enclosures Group. Mr. Hogan also held leadership roles with United Technologies Corporation as President of the Carrier Transicold Division; Pratt & Whitney Industrial Turbines as Vice President and General Manager; General Electric Company in executive positions in a variety of functions such as marketing, product management, and business development and planning; and McKinsey & Company as a consultant. Mr. Hogan serves as the Chairman of the Board of the Federal Reserve Bank of Minneapolis.
Mr. Hogan has significant leadership experience both with us and predecessor employers demonstrating a wealth of operational management, strategic, organizational and business transformation acumen. His deep knowledge of business in general and our businesses, strengths and opportunities in particular, as well as his experience as a director in two other complex global public companies allow him to make certain administrative amendmentssignificant contributions to the Board.
Covidien plc (2007–2015); Medtronic plc (2001–present)7 Jerry W. Burris Age:53 Director Since:2007
►Compensation
► Governance
Biography
Mr. Burris is the former President and (B) MemorandumChief Executive Officer of AssociationAssociated Materials Group, Inc., a manufacturer of professionally installed exterior building products, serving in that role from 2011 until 2014. Between 2008 and 2011, he was President, Precision Components of Barnes Group Inc. From 2006 until 2008, Mr. Burris was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris worked at General Electric Company, where he served as president and chief executive officer of Advanced Materials Quartz and Ceramics; GE Healthcare where he was general manager of global services; GE Industrial Systems and Honeywell Integration where he was head of global supply chain sourcing. Mr. Burris is also a director of Schramm, Inc., a portfolio company of GenNx360 Capital Partners.
Mr. Burris brings to our Board significant experience in management of global manufacturing operations and related processes, such as supply chain management, quality control and product development. Mr. Burris provides the Board with insight into operating best practices and current developments in a variety of management contexts.
Fifth Third Bancorp (2016–present)8 T. Michael Glenn Age:61 Director Since:2007
►Governance (Chair)
► Compensation
Biography
Mr. Glenn serves as the Chair of our Governance Committee. From 1998 until his retirement in December 2016, Mr. Glenn served as the Executive Vice President—Market Development and Corporate Communications of FedEx Corporation, a global provider of supply chain, transportation, business and related information services. From 2000-2016, Mr. Glenn also served as President and Chief Executive Officer of FedEx Corporate Services, responsible for all marketing, sales, customer service and retail operations functions for all FedEx Corporation operating companies including FedEx Office.
Mr. Glenn brings extensive strategic, marketing and communications experience to our Board from his service as one of the top leaders at FedEx Corporation. He has been an active participant in the development of our strategic plans, and a strong proponent for strengthening our branding and marketing initiatives.
Level 3 Communications, Inc. (2012–present); Renasant Corporation (2008–2012); Deluxe Corporation (2004–2007)9 Billie Ida Williamson Age:64 Director Since:2014
►Audit & Finance
Biography
Ms. Williamson has over three decades of experience auditing public companies as an employee and partner of Ernst & Young LLP. From 1998 until December 2011, Ms. Williamson served Ernst & Young as a Senior Assurance Partner. Ms. Williamson was also Ernst & Young’s Americas Inclusiveness Officer, a member of its Americas Executive Board, which functions as the Board of Directors for Ernst & Young dealing with strategic and operational matters, and a member of the Ernst & Young U.S. Executive Board responsible for partnership matters for the firm.
Ms. Williamson is qualified to serve on our Board of Directors because of her extensive financial and accounting knowledge and experience, including her service as a principal financial officer, as an independent auditor to numerous Fortune 250 companies and as a member of the board of directors of other companies, as well as her broad experience with SEC reporting and her professional training and standing as a Certified Public Accountant.
CSRA Inc. (2015–present); Janus Capital Group Inc. (2015–present); Exelis Inc. (2012–2015); Annie’s Inc. (2012–2014)10 Glynis A. Bryan Age: 58 Director Since: 2003
► Audit & Finance (Chair beginning in May 2017)
Biography
Since 2007, Ms. Bryan has been the Chief Financial Officer of Insight Enterprises, Inc., a leading provider of information technology products and solutions to clients in North America, Europe, the Middle East and the Asia-Pacific region. Between 2005 and 2007, Ms. Bryan was the Executive Vice President and Chief Financial Officer of Swift Transportation Co., a holding company which operates the largest fleet of truckload carrier equipment in the United States. Between 2001 and 2005, Ms. Bryan was the Chief Financial Officer of APL Logistics, the supply-chain management arm of Singapore-based NOL Group, a logistics and global transportation business. Prior to joining APL, Ms. Bryan spent 16 years with Ryder System, Inc., a truck leasing company where Ms. Bryan served as Senior Vice President and Chief Financial Officer of Ryder Transportation Services in 1999 and 2000.
Ms. Bryan has extensive global financial and accounting experience in a variety of business operations, especially in logistics services. Ms. Bryan originally served on the Audit and Finance Committee of the Board for five years, and was selected in 2009 by the Board to serve as the Chair of the Governance Committee. Ms. Bryan returned to the Audit and Finance Committee in 2015 and will become its Chair in May 2017.11 Jacques Esculier Age:57 Director Since:2014 Committee Served:
Biography
Since 2007, Mr. Esculier has served as the Chief Executive Officer and a Director and, since 2009, as Chairman of WABCO Holdings, Inc., a leading global supplier of technologies and control systems for the safety and efficiency of commercial vehicles. From 2004 to 2007, Mr. Esculier served as Vice President of American Standard Companies Inc. and President of its Vehicle Control Systems business. Prior to holding that position, Mr. Esculier served as Business Leader for American Standard’s Trane Commercial Systems’ Europe, Middle East, Africa, India and Asia Region and in leadership positions at Allied Signal/Honeywell including as Vice President and General Manager of Environmental Control and Power Systems Enterprise and as Vice President of Aftermarket Services- Asia Pacific.
Mr. Esculier has significant leadership experience demonstrating a wealth of operational management, strategic, organizational and business transformation acumen. His deep knowledge of business in general and our businesses, strengths and opportunities in particular, as well as his experience as a director in a global public company allows him to make certain administrative amendmentssignificant contributions to the Board.
WABCO Holdings, Inc. (2007–Present)75% of votes castWhat are the Board’s recommendations on how I should vote my shares?12 David A. Jones Age:67 Director Since:2003 Committee Served:
Biography
Mr. Jones serves as the Chair of our Compensation Committee. Since 2008, Mr. Jones has been Senior Advisor to Oak Hill Capital Partners, a private equity firm. In 2016, Mr. Jones was appointed to the board of directors of Imagine! Print Solutions, a provider of in-store marketing solutions, and in 2012, Mr. Jones was appointed to the board of directors of Earth Fare, Inc., one of the largest natural food retailers in the U.S., both of which are privately owned by Oak Hill Capital Partners. Between 1996 and 2007, Mr. Jones was Chairman and Chief Executive Officer of Spectrum Brands, Inc. (formerly Rayovac Corporation), a global consumer products company with major businesses in batteries, lighting, shaving/grooming, personal care, lawn and garden, household insecticide and pet supply product categories. Mr. Jones also served in leadership roles with Rayovac, Spectrum Brands, Thermoscan and The Regina Company.
Mr. Jones’ extensive management experience with both public and private companies and private equity funds, coupled with his global operational, financial and mergers and acquisitions expertise, have given the Board invaluable insight into a wide range of business situations. Mr. Jones has served on each of our Board Committees, which has given him an understanding of the impact on us of a wide range of business situations.
The Hillman Group (2010–2014); Simmons Bedding Company (2000–2010); Spectrum Brands, Inc. (1996–2007); Tyson Foods, Inc. (1995–2005); Dave & Buster’s Holdings, Inc. (2010–2016)unanimously recommends that you vote your shares FORbased on the recommendation of the Governance Committee, determines the independence of each of Proposals 1–6.What isdirector based upon the effect of broker non-votes and abstentions?A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Although brokers have discretionary power to vote your shares with respect to “routine” matters, they do not have discretionary power to vote your shares on “non-routine” matters pursuant to New York Stock Exchange (“NYSE”) rules. If you dolisting standards and the categorical standards of independence included in our Corporate Governance Principles. Based on these standards, the Board has affirmatively determined that all of our non-employee directors (i.e., Ms. Bryan, Ms. Williamson and Messrs. Burris, Davidson, Esculier, Garden, Glenn, Ho, Jones, Merriman and Monahan) are independent and have no material relationship with us (including our directors and officers) that would interfere with their exercise of independent judgment. The Board has affirmatively determined that Randall J. Hogan (the only employee who is a director) is not provide voting instructionsindependent because he is our Chief Executive Officer.proposalseach of 2014 through 2016, were (a) less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2016, 2015 and 2014; and (b) not of an amount or nature that impeded the director’s exercise of independent judgment.Director Relationship(s) Considered Ms. Bryan Chief Financial Officer, Insight Enterprises, Inc. Mr. Esculier Chief Executive Officer of WABCO Holdings, Inc. Mr. Glenn Executive Vice President – Market Development and Corporate Communications, FedEx Corporation; President and Chief Executive Officer – FedEx Corporate Services Mr. Jones Senior Advisor, Oak Hill Capital Partners “non-routine”the fact that Mr. Davidson was Senior Vice President, Controller and Chief Accounting Officer of Tyco International Ltd. until September 28, 2012, the date on which Pentair Ltd. (the predecessor of Pentair plc), previously a “broker non-vote” occurs. We believesubsidiary of Tyco,was spun off by Tyco to its shareholders. Immediately following the spin-off, a wholly owned subsidiary of Pentair Ltd. merged with and into Pentair, Inc., with Pentair, Inc. surviving as a wholly owned subsidiary of Pentair Ltd. (the “Merger”). Due to the resulting leadership structure after the Merger, and the fact that Proposals 1, 2, 5 and 6 will be considered “non-routine” under NYSE rules and therefore your broker will not be able to vote your sharesMr. Davidson’s relationship with respect to these proposals unless the broker receives appropriate instructions from you. If a brokerformer parent of Pentair Ltd. ceased concurrently with the Merger, the Governance Committee determined that Mr. Davidson’s former officer position with Tyco does not receive voting instructions from you regarding Proposals 1, 2, 5interfere with Mr. Davidson’s exercise of independent judgment.6, the “broker non-vote” will have no effectBoard recognize that the Board’s contributions and effectiveness depend on the votecharacter and abilities of each director individually as well as on their collective strengths. Accordingly, the Committee and the Board evaluate candidates based on several criteria. Directors are chosen with a view to bringing to the Board a variety of experience and backgrounds and establishing a core of business advisers with financial and management expertise. The Committee and the Board also consider candidates with substantial experience outside the business community, such agenda items. The “routine” proposalsas in thisthe public, academic or scientific communities. In addition, the Committee and the Board consider the tenure of incumbent directors, with the goal of having a mix of shorter-tenured directors who provide fresh perspectives and longer-tenured directors who provide experience regarding our company and its business.► ► ► ► ► ► ► Proposals 3all subject areas of our annual Board self-assessment, which is described in more detail below under “Board and 4, for which your broker has discretionary voting authority underCommittee Self-Assessments”.NYSE rules to vote your shares, even if the broker does not receive voting instructions from you.Ordinary shares ownedGovernance Committee will consider persons properly recommended by shareholders electing to abstain from voting on any of the Proposals will have no effect on any of the Proposals.How will my shares be voted if I do not specify how they should be voted?If you submit a proxy to the company-designated proxy holders and do not provide specific voting instructions, you instruct the company-designated proxy holders, or, if your shares are held in the Pentair Retirement Savings and Stock Incentive Plan, Fidelity Management Trust Company (or its designated affiliate) to vote your sharesbecome nominees for election as directors in accordance with the recommendations ofcriteria described above under “Directors Qualifications; Diversity and Tenure”. Recommendations for consideration by the Board.If your shares are heldGovernance Committee, together with appropriate biographical information concerning each proposed nominee, should be sent in thewriting to c/o Corporate Secretary, Pentair Retirement Savings and Stock Incentive Plan and you do not submit a proxy, Fidelity Management Trust Company (or its designated affiliate) will vote your shares along with all other uninstructed shares in proportion to the voting by Pentair Retirement Savings and Stock Incentive Plan shares for which instructed proxies were received.How will voting on any other business be conducted?Other than matters incidental to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, you instruct the company-designated proxy holders, in the absence of other specific instructions or the appointment of other proxy holders, to vote your shares in accordance with the recommendations of the Board.What constitutes a quorum for the Annual General Meeting?provide that all resolutionsset forth procedures to be followed by shareholders who wish to nominate candidates for election as directors in connection with an Annual General Meeting. All such nominations must be accompanied by certain background and elections made at a shareholders’ meeting requireother information specified in the presence, in person or by proxy,Articles of a majorityAssociation and submitted within the timing requirements set forth inthe Articles of all shares entitled to vote, with abstentionsAssociation. See “Shareholder Proposals and broker non-votes regarded as present for purposes of establishing the quorum.3Who will count the votes?Representatives from The Carideo Group, Inc. will count the votes and serve as our Inspectors of Election.Who will payNominations for the cost of this proxy solicitation?We will pay2018 Annual General Meeting” below for more information.costs of soliciting proxies sought by the Board. Proxies2017 Annual General Meeting, eligible shareholders may under certain circumstances be solicited on our behalf by our directors, officers or employees telephonically, electronically or by other means of communication. We have engaged Morrow & Co., LLCable to assist usnominate and include in the solicitation of proxies at a cost to us of $10,000, plus out-of-pocket expenses. We have requested that banks, brokers and other custodians and nominees who hold ordinary shares on behalf of beneficial owners forward soliciting materials to those beneficial owners. Upon request, we will reimburse banks, brokers and other custodians and nominees for reasonable expenses incurred by them in forwarding these soliciting materials to beneficial owners of our ordinary shares.Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?As explained in more detail below, we are using the “notice and access” system adopted by the U.S. Securities and Exchange Commission (the “SEC”) relating to the delivery of our proxy materials overa specified number of candidates for election as directors under the Internet. As a result, we mailedproposed proxy access provisions in our Articles of Association. All such nominations must be accompanied by certain background and other information specified in our Articles of Association and submitted within the timing requirements set forth in our Articles of Association. See “Proposal 6 – “Approve Amendments to manyPentair Plc’s Articles of our shareholders a notice aboutAssociation to Implement Proxy Access” and “Shareholder Proposals and Nominations for the Internet availability2018 Annual General Meeting of the proxy materials insteadShareholders” below for more information.What are the “notice and access” rules and how do they affect the delivery of the proxy materials?The SEC’s notice and access rules allow us to deliver proxy materials to our shareholders by posting the materials on an Internet website, notifying shareholders of the availability of the proxy materials on the Internet and sending paper copies of proxy materials upon shareholder request. We believe that the notice and access rules allow us to use Internet technology that many shareholders prefer, continue to provide our shareholders with the information that they need and, at the same time, ensure more prompt delivery of the proxy materials. The notice and access rules also lower our cost of printing and delivering the proxy materials and minimize the environmental impact of printing paper copies.Why did I receive more than one Notice of Internet Availability of Proxy Materials or proxy card?You may have received multiple Notices of Internet Availability of Proxy Materials or proxy cards if you hold your shares in different ways or accounts (for example, 401(k) accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If you are the beneficial owner of shares held in “street name,” you will receive your voting information from your bank, broker or other custodian or nominee, and you will vote as indicated in the materials you receive from your bank, broker or other custodian or nominee. You should vote your proxy for each separate account you have.4
ContentsBoard GovernanceThe Board has adopted and regularly reviews and, if appropriate, revises our Corporate Governance Principles and written charters for its Audit and Finance Committee, Compensation Committee and Governance Committee in accordance with rules of the SEC and the NYSE. We and our Board continue to be committed to the highest standards of corporate governance and ethics. The Board has adopted Pentair’s Code of Business Conduct and Ethics and has designated it as the code of ethics for our Chief Executive Officer and senior financial officers. Copies of all of these documents are available, free of charge, on our website at http://www.pentair.com/en/about-us/leadership/corporate-governance.Board Leadership StructureOur Corporate Governance Principles describe our policies concerning:Selection and Composition of the Board;Board Leadership;Board Composition and Performance;Responsibilities of the Board;Board Relationship to Senior Management;Meeting Procedures;Committee Matters; andLeadership DevelopmentWe do not have a policy requiring the positions of Chairman of the Board and Chief Executive Officer to be held by different persons. Rather, the Board has the discretion to determine whether or not the positions should be combined or split. Since 2002, our Chief Executive Officer has also been the Chairman of the Board. The Board believes that this leadership structure has worked well for several reasons, among them:We historically have had a super-majority of independent directors with the Chief Executive Officer generally the only employee of our company serving as a director;We have and have had since 2003 an independent member of the Board as our Lead Director;Our Lead Directors have served as an effective communication channel between the independent Board members and the Chief Executive Officer and among the independent Board members;Our independent directors meet in executive session without the Chief Executive Officer present at every regular meeting of the Board; andOur annual Board assessment process addresses issues of Board structure and director performance.Our Lead Director is selected by the independent directors on our Board. His role is to provide independent leadership to the Board, act as liaison between the non-employee directors and our company, and ensure that the Board operates independently of management. The principal responsibilities assigned to the Lead Director include:Chairing the Board in the absence of the Chief Executive Officer;Presiding over all executive sessions of the Board;In conjunction with the Chairman of the Compensation Committee, giving annually the Board’s performance review of the Chief Executive Officer;In conjunction with the Chairman of the Board, approving the agenda for Board meetings, including scheduling to assure sufficient time for discussion of all agenda items;In conjunction with the Chairman of the Board and Committee Chairs, ensuring an appropriate flow of information to the Directors;Holding one-on-one discussions with individual directors where requested by directors or the Board; andCarrying out other duties as requested by the Board.5Risk Oversight Board’s Role in Risk Oversightall of the members of thefull Board. Our chief financial officer and general counsel are the primary personnel responsible to the Board in the planning, assessment and reporting of our risk profile. The Board reviews an assessment of, and a report on, our risk profile on a regular basis.ShareholderOversight in Company Strategy Other Stakeholder Communicationsenior management engage in an in-depth strategic review of the Company’s outlook and strategies which is designed to create long-termshareholder value and serves as the foundation upon which goals are established. Throughout the year, the Board then monitors management’s progress against such goals.Oversight in Succession Planning Communicating with Shareholders and Other Stakeholders are a shareholder or other stakeholder and wish to communicate with the Board, non-management directors as a group or any individual director, including the Lead Director, you may send a letter addressed to the relevant party, c/o Corporate Secretary, Pentair plc, P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU,43 London Wall, London, EC2M 5TF, United Kingdom. The Board has instructed the Corporate Secretary to forwardAny such communications will be forwarded directly to the addressee(s).CommitteesPolicies and Procedures Regarding Related Person Transactions ► ► ► ► ► ► ► ► ► ► ► ► ► ► Board Leadership Structure ► ► ► ► ► ► ► ► ► ► ► ► Board and Committee Self-Assessments Board Education committees:committees comprised solely of independent directors: the Audit and Finance Committee, the Compensation Committee and the Governance Committee. The committees generally hold meetings when the Board meets and additionally as needed. Management representatives attend each committee meeting. Independent directorsmembers generally also meet in executive session without management present at each meeting.5 MEETINGS OF THE PENTAIR BOARD OF DIRECTORS 8
Audit and Finance
Committee4 Meetings of the
Compensation
Committee4 Meetings of the
Governance
CommitteeRole: Audit and Finance Committee is directly responsible for the appointment, compensation, evaluation, terms of engagement (including retention and termination) and oversight of the independent registered public accounting firm to serve as external auditor.firm. The Audit and Finance Committee holds meetings periodically with our independent and internal auditors, the Board and management to review and monitor the adequacy and effectiveness of reporting, internal controls, risk assessment and compliance with our policies.Meetings:Members:The Audit and Finance Committee held eight meetings in 2015.Members:The members of the Audit and Finance Committee are (Chair)(Chair until May 2017), Glynis A. Bryan (Chair beginning in May 2017), Jacques Esculier, David H.Y. Ho and Billie Ida Williamson. All members have been determined to be independent under SEC and NYSE rules. Mr. Merriman is a member of the audit committees of Aircastle Limited, Realty Income Corporation and Haemonetics Corporation, each of which is a public company. Ms. Williamson is a member of the audit committees of CSRA Inc., Energy Future Holdings Corp. and Janus Capital Group Inc., each of which is a publicpublicly-traded company. The Board has determined that neither Mr. Merriman’s nor Ms. Williamson’s service on the audit committees of three other public companies impairs thedoes not impair his ability of Mr. Merriman to effectively serve as Chair of our Audit and Finance Committee orCommittee. In May 2017, Ms. Bryan will replace Mr. Merriman as the abilityChair of Ms. Williamson to effectively serve as a member of ourthe Audit and Finance Committee.Report: Financial Experts: unanimously determined that all members of the Audit and Finance Committee are financially literate under NYSE rules and at least one member has financial management expertise. In addition, the Board has determined that all members of the Audit and Finance Committee qualify as “audit committee financial experts” under SEC standards.6Role: Compensation CommitteeRole:Compensation Committee also sets the Chief Executive Officer’s compensation based on the Board’s annual evaluation of the Chief Executive Officer’shis performance. The Compensation Committee has engaged Aon Hewitt, a human resources consulting firm, to aid the Compensation Committee in its annual review of our executive and director compensation programs for continuing appropriateness and reasonableness and to make recommendations regarding executive officer and director compensation levels and structures. In reviewing our compensation programs, the Compensation Committee also considers other sources to evaluate external market, industry and peer company practices. Information regarding the independence of Aon Hewitt is included under “Compensation Discussion and Analysis – Services of Compensation Consultant.” A more complete description of the Compensation Committee’s practices can be found under “Compensation Discussion and Analysis” under the headings “Comparative Framework” and “Compensation Committee Practices,Consultant.” “Services of Compensation Consultant,” “Role of Executive Officers in Compensation Decisions” and “Comparative Framework.”Meetings:Members:The Compensation Committee held four meetings in 2015.Members:The members of the Compensation Committee are Report: Role: Governance CommitteeRole:annual general meetings of shareholders.Annual General Meetings. In addition, the Governance Committee monitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board. The Governance Committee is also responsible for developingreviewing annually and recommending to the Board changes to our corporate governance principles.principles and administering the annual Board and Board Committee self-assessment. Finally, the Governance Committee oversees public policy matters and compliance with our Code of Business Conduct and Ethics.Meetings:Members:The Governance Committee held four meetings in 2015.Members:The members of the Governance Committee are Compensation Committee Interlocks and Insider ParticipationDuring 2015, we did not employ any member of the Compensation Committee as an officer or employee and there were no interlock relationships.Independent DirectorsThe Board determines the independence of each director for election as a director. The Board makes these determinations in accordance with the NYSE rules for independence of directors and our categorical standards of independence included in our Corporate Governance Principles. Based on these standards, the Board affirmatively determined that each of the following non-employee directors are independent and has no material relationship with us, except as a director or shareholder:(1) Glynis A. Bryan(6) David H. Y. Ho(2) Jerry W. Burris(7) David A. Jones(3) Carol Anthony (John) Davidson(8) Ronald L. Merriman(4) Jacques Esculier(9) William T. Monahan(5) T. Michael Glenn(10) Billie Ida WilliamsonIn addition, based on the NYSE standards and our categorical standards of independence included in the Corporate Governance Principles, the Board affirmatively determined that Randall J. Hogan is not independent because he is our Chief Executive Officer.In determining the independence of directors, our Governance Committee considers circumstances where one of our directors also serves as an employee of a company that is our customer or supplier. The Governance Committee has reviewed7each of these relationships, which are set forth below. In each case, the relationship involves sales to or purchases from the organization indicated which (i) amount to less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2015, 2014 and 2013; and (ii) during all relevant years were not of an amount or nature that impeded the director’s exercise of independent judgment.DirectorRelationships ConsideredGlynis A. BryanChief Financial Officer, Insight Enterprises, Inc.Jacques EsculierChief Executive Officer of WABCO Holdings, Inc.T. Michael GlennExecutive Vice President – Market Development and Corporate Communications, FedEx Corporation; President and Chief Executive Officer – FedEx Corporate ServicesDavid A. JonesSenior Advisor, Oak Hill Capital PartnersOur Governance Committee also considered the fact that Carol Anthony (John) Davidson was Senior Vice President, Controller and Chief Accounting Officer of Tyco International Ltd. (“Tyco”) until September 28, 2012. Tyco was the parent company of Pentair Ltd. until the spin-off of Pentair Ltd. to Tyco’s shareholders occurred on September 28, 2012. Immediately following the spin-off, a wholly owned subsidiary of Pentair Ltd. merged with and into Pentair, Inc., with Pentair, Inc. surviving as a wholly owned subsidiary of Pentair Ltd. (the “Merger”). Due to the resulting leadership structure after the Merger, and the fact that Mr. Davidson’s relationship with the former parent of Pentair Ltd. ceased concurrently with the Merger, the Governance Committee determined that Mr. Davidson’s former officer position with Tyco did not impede Mr. Davidson’s exercise of independent judgment.Policies and Procedures Regarding Related Person TransactionsOur Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:a “related person” means any of our directors, executive officers or five-percent shareholders or any of their immediate family members; anda “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are a participant and the amount involved exceeds $50,000, and in which a related person had or will have a direct or indirect material interest.Potential related person transactions must be brought to the attention of the Governance Committee directly or to the General Counsel for transmission to the Governance Committee. Disclosure to the Governance Committee should occur before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer or director becomes aware of the related person transaction. The Governance Committee’s decision whether or not to approve or ratify a related person transaction is to be made in light of a number of factors, including the following:whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party was not or did not have an affiliation with any of our directors, executive officers or five-percent shareholders;whether there are demonstrable business reasons for us to enter into the related person transaction;whether the related person transaction could impair the independence of a director under our Corporate Governance Principles’ standards for director independence; andwhether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant.We had no related person transactions during 2015. To our knowledge, no related person transactions are currently proposed.8PROPOSAL 1Re-elect Eleven Director Nominees(Ordinary Resolution)Proposal of the BoardThe Board, upon the recommendation of the Governance Committee, proposes all of our incumbent directors as nominees for re-election as directors for one-year terms that expire at the conclusion of the 2017 Annual General Meeting of Shareholders: Glynis A. Bryan, Jerry W. Burris, Carol Anthony (John) Davidson, Jacques Esculier, T. Michael Glenn, David H.Y. Ho, Randall J. Hogan, David A. Jones, Ronald L. Merriman, William T. Monahan and Billie Ida Williamson.If re-elected, each of the director nominees standing for re-election at the Annual General Meeting will serve on the Board until the Annual General Meeting in 2017. If any of the nominees should become unable to accept re-election, the persons named on the proxy card as proxies may vote for other person(s) selected by the Board. Management has no reason to believe that any of the nominees named above will be unable to serve their full term if elected.Biographies of the director nominees follow. These biographies include their ages; an account of their specific business experience; the names of publicly held and certain other corporations of which they also are, or have been within the past five years, directors; and a discussion of their specific experience, qualifications, attributes or skills that led to the conclusion that they should serve as directors.The text of the resolution in respect of Proposal 1 is as follows:“ATTENDANCE AT MEETINGSIT IS RESOLVED, by separate resolutions, to re-elect the following director nominees:(a) Glynis A. Bryan (e) T. Michael Glenn (i) Ronald L. Merriman(b) Jerry W. Burris (f) David H.Y. Ho (j) William T. Monahan(c) Carol Anthony (John) Davidson (g) Randall J. Hogan (k) Billie Ida Williamson”(d) Jacques Esculier (h) David A. JonesVote RequirementUnder our Articles of Association, the election of each director requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting. A nominee who does not receive a majority of the votes cast in an uncontested election will not be elected to our Board. Your proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.Information About DirectorsBoard CompositionAll of our incumbent directors, Glynis A. Bryan, Jerry W. Burris, Carol Anthony (John) Davidson, Jacques Esculier, T. Michael Glenn, David H.Y. Ho, Randall J. Hogan, David A. Jones, Ronald L. Merriman, William T. Monahan and Billie Ida Williamson, are standing for re-election at the Annual General Meeting.Lead DirectorWilliam T. Monahan has served as the Board’s Lead Director since 2008 and acts as the presiding director for all executive sessions of the independent directors.Directors’ Attendance2015.2016. Members of the Board are expected to attend all scheduled meetings of the Board and the Committees on which they serve and all shareholder meetings. In each of the regularly scheduled meetings,meeting, the independent directors in attendance also met in executive session, without the Chief Executive Officer or other members of management present. All directors attended at least 75% of the aggregate of all meetings of the Board and all meetings of the Committees on which they served during the period for which such persons served as directors in 2015.2016, with an average attendance of over 97%. We expect our directors to attend our annual general meetings of shareholders. In May 2015, all ofAnnual General Meetings. All the directors then in office attended the 20152016 Annual General Meeting of Shareholders,in person, except for William T. MonahanMr. Jones, who did not attend due to a family emergency.9
attended by telephone.Qualifications; Diversity and TenureThe Governance Committee searches for qualified candidates to be a director, reviews the qualifications of each candidate and recommends to the Board the names of qualified candidates to be nominated for election or re-election as directors. The Board reviews the candidatescompensation is recommended by the Governance Committee and nominates candidates for election or re-electionapproved by the shareholders.Director Retainers Governance Committee recognizes that the contribution of the Board will depend both on the character and capacities of the directors taken individually and on their collective strengths. With this in mind, the Governance Committee evaluates candidates in light of a number of criteria. Directors are chosen with a view to bringing to the Board a variety of experience and backgrounds and establishing a core of business advisers with financial and management expertise. The Governance Committee also considers candidates who have substantial experience outside the business community, such as in the public, academic or scientific communities. The Governance Committee also takes into account the tenure of a director who has already been servingannual retainers for non-employee directors’ service on the Board and Board Committees in 2016 were as follows:Board Retainer $123,000 Lead Director Supplemental Retainer $40,000 Audit and Finance Committee Chair Supplemental Retainer $25,000 Compensation Committee Chair Supplemental Retainer $25,000 Governance Committee Chair Supplemental Retainer $20,000 Audit and Finance Committee Retainer $23,500 Other Committee Retainer (per committee) $11,750 a view to having a mix of shorter tenured directors who provide a fresh perspective and longer tenured directors who provide experience regarding our company and its business.When they consider possible candidates for appointment or election as directors, the Governance Committee and the Board are also guidedbenchmarking changes caused by the following principles, found in our Corporate Governance Principles:at least a majority ofchange to Pentair’s peer group for executive compensation for 2017, the Board must consist of independent directors;each director should be chosen without regard to sex, sexual orientation, race, religion or national origin;each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;each director should be free of any conflict of interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;each director should possess substantial and significant experience which would be of particular importance to us in the performance of the duties of a director;each director should have sufficient time available to devote to our affairs in order to carry out the responsibilities of a director; andeach director should have the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not primarily the interests of a special interest group or constituency and be committed to enhancing long-term shareholder value.Our Board’s policiesannual retainers for non-employee directors’ service on director qualifications emphasize our commitment to diversity at the Board level – diversity not only of sex, sexual orientation, race, religion or national origin but also diversity of experience, expertise and training. The Governance Committee in the first instance is charged with observance of these director selection guidelines, and strives in reviewing potential candidates to assess the fit of his or her qualifications with the needs of the Board and our companyBoard Committees for 2017 will be reduced as follows:Board Retainer $120,000 Lead Director Supplemental Retainer $30,000 Audit and Finance Committee Chair Supplemental Retainer $25,000 Compensation Committee Chair Supplemental Retainer $20,000 Governance Committee Chair Supplemental Retainer $15,000 Audit and Finance Committee Retainer $12,500 Other Committee Retainer (per committee) $6,250 Equity Awards that time, given the then current mix of directors’ attributes. Board composition, director effectiveness and Board processes, including director recruitment and selection, are all subject areasclosing price of our stock on the date of grant, have a ten-year term and vest in three installments on the first, second and third anniversaries of the grant date. Restricted stock units vest on the first anniversary of the grant date. Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to all cash dividends declared on one of our ordinary shares from and after the date of grant.Stock Ownership Guidelines for Non-Employee Directors Board assessment.Shareholder NomineesShareholders submittedretainer for non-employee directors within five years after election or appointment to the Governance Committee no candidatesBoard.Share 12/31/16 Ownership Ownership Market Value Guideline (1) ($)(2) ($) Meets Guideline Glynis A. Bryan 22,817 1,279,326 615,000 Yes Jerry W. Burris 14,906 835,779 615,000 Yes Carol Anthony (John) Davidson 15,140 848,900 615,000 Yes Jacques Esculier 6,387 358,119 615,000 No (3) Edward P. Garden 14,337,040 (4) 803,877,833 615,000 Yes T. Michael Glenn 16,917 948,519 615,000 Yes David H. Y. Ho 12,001 672,896 615,000 Yes David A. Jones 40,058 2,246,041 615,000 Yes Ronald L. Merriman 20,786 1,165,475 615,000 Yes William T. Monahan 53,977 3,026,505 615,000 Yes Billie I. Williamson 6,351 356,101 615,000 No (3) (1) The amounts in this column include ordinary shares owned by the director, both directly and indirectly, and unvested restricted stock units. (2) Based on the closing market price for our ordinary shares on December 30, 2016 of $56.07. (3) Non-employee directors have until the later of five years after their election or appointment as a director to meet the stock ownership guideline. Mr. Esculier and Ms. Williamson were first appointed as directors in 2014. (4) Includes 14,335,888 shares owned by certain funds and investment vehicles managed by Trian, which Mr. Garden may be deemed to indirectly beneficially own, as described in further detail in the section titled “Security Ownership” below. These shares are deemed to be held by Mr. Garden for purposes of the stock ownership guidelines. Director Compensation Table nomination for election as a director at the 2016 Annual General Meeting. According to our Articles of Association, a shareholder must give advance notice and furnish certain information in order to submit a nomination for election as a director. Any shareholder who wishes to present a candidate for consideration for election at the 2017 Annual General Meeting should send a letter identifying the name of the candidate and summary of the candidate’s qualifications, along with the other supporting documentation described in Articles 55, 57, 58 and 61 of our Articles of Association, to our Governance Committee. This letter should be addressed c/o Corporate Secretary, P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU, United Kingdom, no earlier than January 14, 2017 and no later than February 8, 2017 for consideration at the 2017 Annual General Meeting. You may find a copy of our Articles of Association on file with the SEC by searching the EDGAR archives at http://www.sec.gov/edgar/searchedgar/webusers.htm. You may also obtain a copy from us free of charge by submitting a written request to our principal executive offices at P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU, United Kingdom, Attention: Corporate Secretary.2016.(a) (b) (c) (d) (e) (f) (g) (h) Change in Pension Value Non-Equity and Deferred Fees Earned or Stock Option Incentive Plan Compensation All Other Paid in Cash Awards Awards Compensation Earnings Compensation Total Name ($) ($)(1) ($)(2) ($) ($) ($) ($) Glynis A. Bryan 146,500 67,514 67,427 - - - 281,441 Jerry W. Burris 146,500 67,514 67,427 - - - 281,441 Carol Anthony
(John) Davidson123,000 67,514 67,427 - - - 257,941 Jacques Esculier 146,500 134,978 - - - - 281,478 Edward P. Garden(3) 109,875 67,473 67,474 - - - 244,821 T. Michael Glenn 166,500 67,514 67,427 - - - 301,441 David H. Y. Ho 146,500 67,514 67,427 - - - 281,441 David A. Jones 171,500 67,514 67,427 - - - 306,441 Ronald L. Merriman 171,500 67,514 67,427 - - - 306,441 William T. Monahan 186,500 67,514 67,427 - - - 321,441 Billie I. Williamson 146,500 134,978 - - - - 281,478 (1) The amounts in column (c) represent the aggregate grant date fair value, computed in accordance with Accounting Standards Codification 718 (“ASC 718”), of restricted stock units granted during 2016. Assumptions used in the calculation of these amounts are included in footnote 15 to our audited financial statements for the year ended December 31, 2016 included in our Annual Report on Form 10-K filed with the SEC on February 21, 2017. Mr. Esculier and Ms.Williamson only received a grant of restricted stock units because they have not met the stock ownership guidelines as described above. As of December 31, 2016, each director had the unvested restricted stock units and deferred share units shown in the table below. Unvested Restricted Deferred Name Stock Units Share Units Glynis A. Bryan 1,370 4,960 Jerry W. Burris 1,370 - Carol Anthony (John) Davidson 1,370 - Jacques Esculier 2,739 - Edward P. Garden 1,152 - T. Michael Glenn 1,370 1,012 David H. Y. Ho 1,370 - David A. Jones 1,370 28,706 Ronald L. Merriman 1,370 423 William T. Monahan 1,370 12,773 Billie I. Williamson 2,739 - (2) The amounts in column (d) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during 2016. Assumptions used in the calculation of these amounts are included in footnote 15 to our audited financial statements for the year ended December 31, 2016 included in our Annual Report on Form 10-K filed with the SEC on February 21, 2017. As of December 31, 2016, each director had the outstanding stock options shown in the table below. 10Directors Standing For Re-electionGlynis A. Bryan, director since 2003, age 57.Since 2007, Ms. Bryan has been the Chief Financial Officer of Insight Enterprises, Inc., a leading provider of information technology products and solutions to clients in North America, Europe, the Middle East and the Asia-Pacific region. Between 2005 and 2007, Ms. Bryan was the Executive Vice President and Chief Financial Officer of Swift Transportation Co., a holding company which operates the largest fleet of truckload carrier equipment in the United States. Between 2001 and 2005, Ms. Bryan was the Chief Financial Officer of APL Logistics, the supply-chain management arm of Singapore-based NOL Group, a logistics and global transportation business. Prior to joining APL, Ms. Bryan spent 16 years with Ryder System, Inc., a truck leasing company, where she held a series of progressively responsible positions in finance. In her last assignment, Ms. Bryan was Senior Vice President of Ryder Capital Services, where she led the development of the firm’s capital services business. In 1999 and 2000, Ms. Bryan served as Senior Vice President and Chief Financial Officer of Ryder Transportation Services.Ms. Bryan has extensive global financial and accounting experience in a variety of business operations, especially in logistics services. Ms. Bryan originally served on the Audit and Finance Committee of the Board for five years, and was selected in 2009 by the Board to serve as the Chair of the Governance Committee. In 2015, Ms. Bryan returned to the Audit and Finance Committee.Jerry W. Burris, director since 2007, age 52.Mr. Burris is the former President and Chief Executive Officer of Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products, serving in that role from 2011 until 2014. Between 2008 and 2011, he was President, Precision Components of Barnes Group Inc. From 2006 until 2008, Mr. Burris was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris worked at General Electric Company, a multinational technology and services conglomerate, where he served as president and chief executive officer of Advanced Materials Quartz and Ceramics in 2006. From 2003 to 2006, Mr. Burris was the general manager of global services for GE Healthcare. From 2001 to 2003, he led the integration of global supply chain sourcing for the Honeywell integration and served as the general manager of global sourcing for GE Industrial Systems. Mr. Burris first joined General Electric Company in 1986 in the GE Corporate Technical Sales and Marketing Program. Mr. Burris is also a director of Schramm, Inc., a portfolio company of GenNx360 Capital Partners.Mr. Burris brings to our Board significant experience in management of global manufacturing operations and related processes, such as supply chain management, quality control and product development. Mr. Burris provides the Board with insight into operating best practices and current developments in a variety of management contexts.Carol Anthony (John) Davidson, director since 2012, age 60.From 2004 until 2012, Mr. Davidson was Senior Vice President, Controller and Chief Accounting Officer of Tyco International Ltd., a provider of diversified industrial products and services. Between 1997 and 2004, Mr. Davidson held a variety of leadership roles at Dell Inc., a computer and technology services company, including the positions of Vice President, Audit, Risk and Compliance, and Vice President, Corporate Controller. From 1981 to 1997, Mr. Davidson held a variety of accounting and financial leadership roles at Eastman Kodak Company, a provider of imaging technology products and services. Mr. Davidson is also a director of DaVita HealthCare Partners Inc., a provider of kidney dialysis services (since 2010), Legg Mason, Inc., a global asset management company (since 2014), [and TE Connectivity Ltd., a global designer and manufacturer of connectivity and sensors solutions (since 2016)]. Mr. Davidson also serves on the Board of Governors of the Financial Industry Regulatory Authority. Mr. Davidson previously served as a member of the Board of Trustees of the Financial Accounting Foundation which oversees financial accounting and reporting standards setting processes for the United States, including oversight of the Financial Accounting Standards Board (FASB).Mr. Davidson is a CPA with more than 30 years of leadership experience across multiple industries and brings a strong track record of building and leading global teams and implementing governance and controls processes.Jacques Esculier, director since 2014, age 56.Since 2007, Mr. Esculier has served as the Chief Executive Officer and a Director and, since 2009, as Chairman of WABCO Holdings, Inc., a leading global supplier of technologies and control systems for the safety and efficiency of commercial vehicles. From 2004 to 2007, Mr. Esculier served as Vice President of American Standard Companies Inc. and President of its Vehicle Control Systems business. Prior to holding that position, beginning in 2002, Mr. Esculier served as Business Leader for American Standard’s Trane Commercial Systems’ Europe, Middle East, Africa, India and Asia Region.11From 1995 through 2001, Mr. Esculier served in leadership positions at Allied Signal/Honeywell, including as Vice President and General Manager of Environmental Control and Power Systems Enterprise and as Vice President of Aftermarket Services-Asia Pacific. A third party search firm recommended Mr. Esculier to the Governance Committee, which considered Mr. Esculier and recommended to the Board that Mr. Esculier be appointed as a director.Mr. Esculier has significant leadership experience demonstrating a wealth of operational management, strategic, organizational and business transformation acumen. His deep knowledge of business in general and our businesses, strengths and opportunities in particular, as well as his experience as a director in a global public company allows him to make significant contributions to the Board.T. Michael Glenn, director since 2007, age 60.Mr. Glenn serves as the Chair of our Governance Committee. Since 1998, Mr. Glenn has been the Executive Vice President—Market Development and Corporate Communications of FedEx Corporation, a global provider of supply chain, transportation, business and related information services. Since 2000, Mr. Glenn has also served as President and Chief Executive Officer of FedEx Corporate Services, responsible for all marketing, sales, customer service and retail operations functions for all FedEx Corporation operating companies including FedEx Office. From 1994 to 1998, Mr. Glenn was Senior Vice President—Marketing and Corporate Communications of FedEx Express. Mr. Glenn is also a director of Level 3 Communications, Inc. and was formerly a director of Deluxe Corporation from 2004 to 2007 and Renasant Corporation from 2008 to 2012.Mr. Glenn brings extensive strategic, marketing and communications experience to our Board from his service as one of the top leaders at FedEx Corporation. He has been an active participant in the development of our strategic plans, and a strong proponent for strengthening our branding and marketing initiatives.David H. Y. Ho, director since 2007, age 56.Mr. Ho is Chairman and founder of Kiina Investment Limited, a venture capital firm that invests in start-up companies in the technology, media, and telecommunications industries, and has significant executive experience with global technology companies. From 2007 until his retirement in 2008, he served as the Chairman of the Greater China Region for Nokia Siemens Networks, a telecommunications infrastructure company that is a joint venture between Finland-based Nokia Corporation and Germany-based Siemens AG. Between 2002 and 2007, Mr. Ho served in various capacities for Nokia China Investment Limited, the Chinese operating subsidiary of Nokia Corporation, a multinational telecommunications company. Between 1983 and 2001, Mr. Ho held various senior positions with Nortel Networks and Motorola Inc. in Canada and China. Mr. Ho is also a director of Air Products and Chemicals, Inc. (since 2013), China Ocean Shipping Company, a Chinese state owned enterprise (since 2012), Qorvo, Inc., formerly Triquint Semiconductor (since 2010), and was a director of 3Com Corporation from 2008 to 2010, Owens-Illinois Inc. from 2008 to 2012, Sinosteel Corporation from 2008 to 2012 and Dong Fang Electric Corporation from 2009 to 2015.Mr. Ho brings extensive experience and business knowledge of global markets in diversified industries, with a strong track record in establishing and building businesses in China, and management expertise in operations, mergers, acquisitions and joint ventures in the area.Randall J. Hogan, director since 1999, age 60.Since January 1, 2001, Mr. Hogan has been our Chief Executive Officer. Mr. Hogan became Chairman of the Board on May 1, 2002. From December 1999 through December 2000, Mr. Hogan was our President and Chief Operating Officer. From March 1998 to December 1999, he was Executive Vice President and President of our Electrical and Electronic Enclosures Group. From 1995 to 1997, he was President of the Carrier Transicold Division of United Technologies Corporation, a leader in the transport refrigeration and air conditioning business. From 1994 until 1995, he was Vice President and General Manager of Pratt & Whitney Industrial Turbines. From 1988 until 1994, he held various executive positions at General Electric Company in a variety of functions such as marketing, product management and business development and planning. From 1981 until 1987, he was a consultant at McKinsey & Company where he led major global engagements on strategy, operations and organization for clients in the manufacturing, energy, chemical, electronics and engineering services industries. Mr. Hogan also served as a director of Unisys Corporation from 2004 to 2006 and Covidien plc from 2007 to 2015. Mr. Hogan is also a director of Medtronic plc where he is also a member of the Audit and Finance committees. Mr. Hogan serves as the Chairman of the Board of the Federal Reserve Bank of Minneapolis.Mr. Hogan has significant leadership experience both with us and predecessor employers demonstrating a wealth of operational management, strategic, organizational and business transformation acumen. His deep knowledge of business in12general and our businesses, strengths and opportunities in particular, as well as his experience as a director in two other complex global public companies allow him to make significant contributions to the Board.David A. Jones, director since 2003, age 66.Mr. Jones serves as the Chair of our Compensation Committee. Since 2008, Mr. Jones has been Senior Advisor to Oak Hill Capital Partners, a private equity firm. In 2010, Mr. Jones was appointed to the board of directors of Dave & Buster’s Holdings, Inc., an owner and operator of high-volume restaurant/entertainment venues, and in 2012, Mr. Jones was appointed to the board of directors of Earth Fare, Inc., one of the largest natural food retailers in the U.S., all of which are privately owned by Oak Hill Capital Partners. Between 1996 and 2007, Mr. Jones was Chairman and Chief Executive Officer of Spectrum Brands, Inc. (formerly Rayovac Corporation), a global consumer products company with major businesses in batteries, lighting, shaving/grooming, personal care, lawn and garden, household insecticide and pet supply product categories. From 1996 to 1998, he also served Rayovac as President. After Mr. Jones was no longer an executive officer of Spectrum Brands, it filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in March 2009 and exited from bankruptcy proceedings in August 2009. From 1995 to 1996, Mr. Jones was Chief Operating Officer, Chief Executive Officer, and Chairman of the board of directors of Thermoscan, Inc. From 1989 to 1994, he served as President and Chief Executive Officer of The Regina Company. Mr. Jones also served as lead director of The Hillman Group from 2010 to 2014, as a director of Simmons Bedding Company from 2000 to 2010, as a director of Spectrum Brands from 1996 to 2007, and as a director of Tyson Foods, Inc. from 1999 to 2005.Mr. Jones’ extensive management experience with both public and private companies and private equity funds, coupled with his global operational, financial and mergers and acquisitions expertise, have given the Board invaluable insight into a wide range of business situations. Mr. Jones has served on each of our Board Committees, which has given him an understanding of the impact on us of a wide range of business situations.Ronald L. Merriman, director since 2004, age 71.Mr. Merriman serves as the Chair of the Audit and Finance Committee. He is the retired Vice Chair of KPMG, a global accounting and consulting firm, where he served from 1967 to 1997 in various positions, including as a member of the Executive Management Committee. He also served as Executive Vice President of Ambassador International, Inc., a publicly-traded travel services business, from 1997 to 1999; Executive Vice President of Carlson Wagonlit Travel, a global travel management firm, from 1999 to 2000; Managing Director of O’Melveny & Myers LLP, a global law firm, from 2000 to 2003; and Managing Director of Merriman Partners, a management advisory firm, from 2004 to 2010. He is also a director of Aircastle Limited, Realty Income Corporation and Haemonetics Corporation.Mr. Merriman’s extensive accounting and financial background has strengthened our Audit and Finance Committee and its processes. In addition, his global experience has assisted us in our expansion into overseas markets.William T. Monahan, director since 2001, age 68.Mr. Monahan serves as our Lead Director. In 2006, Mr. Monahan served as a director and the Interim Chief Executive Officer of Novelis, Inc., a global leader in aluminum rolled products and aluminum can recycling. From 1995 to 2004, Mr. Monahan was Chairman of the board of directors and Chief Executive Officer of Imation Corp., a manufacturer of magnetic and optical data storage media. He was involved in worldwide marketing with Imation and prior to that 3M Company. Mr. Monahan is also a director of The Mosaic Company and was formerly a director of Hutchinson Technology, Inc. from 2000 to 2013, Solutia Inc. from 2008 to 2012 and Novelis, Inc. from 2005 to 2007.Mr. Monahan brings to our Board a wealth of global operational and management experience, as well as a deep understanding of our businesses gained as a long serving member of our Board. Mr. Monahan has extensive service as a board member and chief executive officer at companies in a number of different industries. His broad international perspective on business operations has been instrumental as we become more global.Billie Ida Williamson, director since 2014, age 63.Ms. Williamson has over three decades of experience auditing public companies as an employee and partner of Ernst & Young LLP. From 1998 until December 2011, Ms. Williamson served Ernst & Young as a Senior Assurance Partner. Ms. Williamson was also Ernst & Young’s Americas Inclusiveness Officer, a member of its Americas Executive Board, which functions as the Board of Directors for Ernst & Young dealing with strategic and operational matters, and a member of the Ernst & Young U.S. Executive Board responsible for partnership matters for the firm. Previously, Ms. Williamson served as Senior Vice President, Finance and Corporate Controller of Marriott International, Inc., a leading global hospitality company, from 1996 to 1998. Prior to joining Marriott, Ms. Williamson served for 2 years as Chief Financial Officer of AMX13Corporation, a technology company focused on automation and control of work and home environments. Ms. Williamson currently also serves as a board member of CSRA Inc., where she is chair of its audit committee and a member of its Executive Committee, Energy Future Holdings Corp., where she also serves as chair of the audit committee, and Janus Capital Group Inc., where she also is a member of the audit committee and the nominating and corporate governance committee. Ms. Williamson was formerly a director of Annie’s Inc. from 2012 to 2014 and Exelis Inc. from 2012 to 2015.Ms. Williamson is qualified to serve on our Board of Directors because of her extensive financial and accounting knowledge and experience, including her service as a principal financial officer, as an independent auditor to numerous Fortune 250 companies and as a member of the board of directors of other companies, as well as her broad experience with SEC reporting and her professional training and standing as a Certified Public Accountant.Outstanding Stock Name Options Glynis A. Bryan 60,754 Jerry W. Burris 53,554 Carol Anthony (John) Davidson 16,840 Jacques Esculier - Edward P. Garden 5,898 T. Michael Glenn 60,754 David H. Y. Ho 16,840 David A. Jones 43,554 Ronald L. Merriman 58,754 William T. Monahan 60,754 Billie I. Williamson - (3) Mr. Garden has advised us that, pursuant to his arrangement with Trian, he transfers to Trian, or holds for the benefit of Trian, all director compensation paid to him. 14PROPOSAL 2Approve, by Non-Binding Advisory Vote, the Compensation of the Named Executive Officers(Ordinary Resolution)Proposal of the Boardproposes thatis asking the shareholders to approve, by non-binding advisory vote, the compensation of the Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K, including underin the sections below titled “Compensation Discussion and Analysis” and the compensation tables and narrative discussion under “Executive Compensation” contained in this Proxy Statement. us, the Board and the Compensation Committee and to our shareholders. As required by Section 14A of the Securities Exchange Act of 1934, we are asking our shareholders to vote, on a non-binding, advisory basis, on a resolution approving the compensation of the Named Executive Officers as disclosed under “Compensation Discussion and Analysis” and the compensation tables and narrative discussion under “Executive Compensation” contained in this Proxy Statement.As we describe in detail under “Compensation Discussion and Analysis” and the compensation tables and narrative discussion under “Executive Compensation” contained in this Proxy Statement, weWe have designed our executive compensation programs to align executive and shareholder interests by rewarding the achievement of specific annual, longer-term and strategic goals that create long-term shareholder value. We utilizebelieve that our executive compensation programs to provide competitive compensation within our peer group that will motivate and reward executives for achieving financial and strategic objectives, provide rewards commensurate with performance to incentivize the Named Executive Officers to perform at their highest levels, encourage innovationgrowth and growth,innovation, attract and retain the Named Executive Officers and other key executives and align our executive compensation with shareholders’ interests through the use of equity-based incentive awards. compensation actions including the following:Adopting a policy of not including automatic single trigger change in control vesting or excise tax gross ups in new agreements with our executive officers providing for contingent benefits upon a change in control.Linking the annual cash incentive for the Named Executive Officers to performance goals that correlate strongly with two primary corporate objectives of improving the financial return from our businesses and strengthening our balance sheet through cash flow improvement and debt reduction.Making a number of compensation actions to align with our shareholders’ interests, including the following:future performance to further align the incentives of our Named Executive Officers with the interests of our shareholders.Requiring executive officers to maintain certain stock ownership levels through the establishment of stock ownership guidelines.Generally limiting perquisites tocompensation programs as a limited annual cash allowanceresult.not providing tax reimbursements on such perquisites.The Compensation Committee’s compensationother actions like those described above demonstrate our continued commitment to align executive compensation with shareholders’ interests while providing competitive compensation to attract, motivate and retain the Named Executive Officers and other key executives. We will continue to review and adjust our executive compensation programs with these goals in mind to ensure the long-term success of our company and generate increased long-term value to our shareholders.The Board and the Compensation Committee request the support of our shareholders for the compensation of the Named Executive Officers as disclosed in this Proxy Statement. to approve the compensation of the Named Executive Officers gives our shareholders theyou an opportunity to make their opinions knownexpress your views about our executive15seek tofurther align our executive compensation programs with the interests of our shareholders while continuing to retain key talented executives that drive our company’s success, we ask that our shareholdersyou approve the compensation of the Named Executive Officers as disclosedOfficers.Proxy Statement.Vote RequirementUNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF16PROPOSAL 3Ratify, by Non-Binding Advisory Vote,COMPENSATION COMMITTEE REPORTAppointment of Deloitte & Touche LLP asfollowing Compensation Discussion and Analysis with management and, based on such review and discussions, the Independent Auditors of Pentair plc andCommittee has recommended to Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditors’ Remuneration(Ordinary Resolution)Proposal of the BoardDeloitte & Touche LLP served as that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our independent auditorsAnnual Report on Form 10-K for the fiscal year ended December 31, 2015. The Audit and Finance Committee has selected and appointed Deloitte & Touche LLP to audit our financial statements for the fiscal year ending December 31, 2016. The Board, upon the recommendation
Jerry W. Burris
T. Michael Glenn
William T. MonahanWe expect that one or more representatives of Deloitte & Touche LLP will be present at the Annual General Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any questions.The text of the resolution in respect of Proposal 3 is as follows:“IT IS RESOLVED, to ratify, on a non-binding, advisory basis, the appointment of Deloitte & Touche LLP as the independent auditors of Pentair plc and to authorize, in a binding vote, the Audit and Finance Committee to set the auditors’ remuneration.”Audit and Finance Committee Pre-approval PolicyThe Audit and Finance Committee reviews and approves the external auditor’s engagement and audit plan, including fees, scope, staffing and timing of work. In addition, the Audit and Finance Committee Charter limits the types of non-audit services that may be provided by the independent auditors. Any permitted non-audit services to be performed by the independent auditors must be pre-approved by the Audit and Finance Committee after the Committee is advised of the nature of the engagement and particular services to be provided. The Audit and Finance Committee pre-approved audit fees and all permitted non-audit services of the independent auditor in 2015. Responsibility for this pre-approval may be delegated to one or more members of the Audit and Finance Committee; all such approvals, however, must be disclosed to the Audit and Finance Committee at its next regularly scheduled meeting. The Audit and Finance Committee may not delegate authority for pre-approvals to management.Service Fees Paid to the Independent AuditorsWe engaged Deloitte & Touche LLP, Deloitte AG, Deloitte & Touche (Ireland) and the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the “Deloitte Entities”) to provide various audit, audit-related, tax and other permitted non-audit services to us during fiscal years 2015 and 2014. Their fees for these services were as follows (in thousands): 2015 2014 Audit fees (1) $ 10,842 $ 11,262 Audit-related fees (2) 885 292 Tax fees (3) Tax compliance and return preparation 532 974 Tax planning and advice 357 703 Total tax fees 889 1,677 Total $ 12,616 $ 13,231 17(1)Consists of fees for audits of our consolidated annual financial statements and the effectiveness of internal controls over financial reporting, reviews of our quarterly financial statements, statutory audits, reviews of SEC filings, consents for registration statements and comfort letters in connection with securities offerings.(2)Consists of fees for due diligence, employee benefit plan audits and certain other attest services.(3)Consists of fees for tax compliance and return preparation and tax planning and advice.Vote RequirementRatification, by non-binding advisory vote, of the appointment of Deloitte & Touche LLP as the independent auditors of Pentair plc and the authorization, by binding vote, of the Audit and Finance Committee to set the auditors’ remuneration requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.EACH OF THE BOARD AND THE AUDIT AND FINANCE COMMITTEE UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF PENTAIR PLC AND THE AUTHORIZATION OF THE AUDIT AND FINANCE COMMITTEE TO SET THE AUDITORS’ REMUNERATION.18PROPOSAL 4Authorize the Price Range at Which Pentair plc Can Re-allotShares It Holds as Treasury Shares Under Irish Law(Special Resolution)Proposal of the BoardOur historical open-market share repurchases (redemptions) and other share buyback activities result in ordinary shares being acquired and held by us as treasury shares. We may re-allot treasury shares that we acquire through our various share buyback activities in connection with our employee compensation programs.Under Irish law, our shareholders must authorize the price range at which we may re-allot any shares held in treasury. In this proposal, that price range is expressed as a minimum and maximum percentage of the prevailing market price (as defined below). Under Irish law, this authorization will expire after eighteen months unless renewed. Accordingly, we expect to propose renewal of this authorization at subsequent Annual General Meetings.The authority being sought from shareholders provides that the minimum and maximum prices at which an ordinary share held in treasury may be re-allotted are 95% and 120%, respectively, of the average closing price per ordinary share, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the proposed date of re-allotment. Any re-allotment of treasury shares will be at price levels that the Board considers in the best interests of our shareholders.The text of the resolution in respect of Proposal 4 (which is proposed as a special resolution) is as follows:“IT IS RESOLVED, as a special resolution, that for the purposes of section 1078 of the Companies Act 2014, the re-allot price range at which any treasury shares (as defined by section 106 of the Companies Act 2014) for the time being held by Pentair plc may be re-allotted off-market shall be as follows:1.the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the ‘market price.’2.the minimum price at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under any employee or director share or option plan operated by Pentair plc or, in all other cases, 95% of the ‘market price.’3.for the purposes of this resolution, the ‘market price’ shall mean the average closing price per ordinary share of Pentair plc, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the day on which the relevant share is re-issued.FURTHER RESOLVED, that this authority to re-allot treasury shares shall expire on the date 18 months from the date of the passing of this resolution unless previously varied, revoked or renewed in accordance with the provisions of sections 109 and/or1078 (as applicable) of the Companies Act 2014 (and/or any corresponding provision of any amended or replacement legislation) and is without prejudice or limitation to any other authority of the Company to re-allot treasury shares on-market.”Vote RequirementAuthorization of the price range at which Pentair plc can re-allot shares it holds as treasury shares under Irish law requires the affirmative vote of not less than seventy-five percent of the votes cast in person or by proxy at the Annual General Meeting.THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AUTHORIZATIONOF THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARESIT HOLDS AS TREASURY SHARES UNDER IRISH LAW.19PROPOSAL 5Amend Pentair plc’s Articles of Association toIncrease the Maximum Number of Directors from Eleven to Twelve(Ordinary Resolution)Proposal of the BoardArticle 71 of our Articles of Association currently provides that the number of directors on our Board shall not be less than nine nor more than eleven. Our Board has approved, and recommends that our shareholders approve, a resolution to amend the first sentence of Article 71 to increase the maximum number of directors from eleven to twelve.The text of the resolution in respect of Proposal 5 (which is proposed as an ordinary resolution) is as follows:“IT IS RESOLVED, as an ordinary resolution, that, in accordance with Article 91 of the Articles of Association of Pentair plc, the first sentence of Article 71 of the Articles of Association of Pentair plc be, and it hereby is, amended and restated in the manner and form set forth in Appendix A of this proxy statement.”Certain Matters Related to the ProposalOn September 7, 2015, we entered into a letter agreement (the “Letter Agreement”) with Trian Fund Management, L.P. (“Trian”), Edward P. Garden, the Chief Investment Officer and a founding partner of Trian, and Matthew Peltz and Brian Baldwin, each of whom is also a partner at Trian. Pursuant to the Letter Agreement, we agreed (i) to submit to our shareholders at our 2016 Annual General Meeting, and recommend that our shareholders approve and use our reasonable best efforts to obtain the approval of, a resolution to amend our Articles of Association to increase the maximum number of directors on our Board from eleven to twelve; (ii) to allow Mr. Garden, for a period beginning on or before September 21, 2015 (the “Commencement Date”) and continuing until the date of our 2016 Annual General Meeting, to attend and participate in all Board meetings and all Compensation Committee meetings in a non-voting participant capacity; and (iii) to allow either Mr. Peltz or Mr. Baldwin, beginning on the Commencement Date, to attend all Board meetings and all Compensation Committee meetings in a non-voting, non-participant observer capacity, subject to certain limitations. If our shareholders approve Proposal 5, our Board will immediately appoint Mr. Garden as a director pursuant to Article 94 of the Articles of Association to fill the resulting vacancy on our Board and also appoint Mr. Garden as a member of our Compensation Committee. The Letter Agreement followed a series of collaborative discussions between us and Trian, one of our largest shareholders. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 8, 2015 and is incorporated herein by reference.Since November 2005, Mr. Garden, age 54, has been Chief Investment Officer and a founding partner of Trian, a multi-billion dollar alternative investment firm.Mr. Garden has served as a member of the board of directors of The Bank of New York Mellon Corporation, a global investments company, since December 2014. Mr. Garden also served as a director of Family Dollar Stores, Inc., a discount retailer, from September 2011 until its acquisition by Dollar Tree, Inc. in July 2015, and as a director of The Wendy’s Company (formerly Wendy’s/Arby’s Group, Inc. and previously Triarc Companies, Inc. (“Triarc”)), a quick-service restaurant chain, from December 2004 until December 2015. Previously, Mr. Garden served as Vice Chairman of Triarc from December 2004 through June 2007 and Executive Vice President from August 2003 until December 2004. From 1999 to 2003, Mr. Garden was a managing director of Credit Suisse First Boston, where he served as a senior investment banker in the Financial Sponsors Group. From 1994 to 1999, he was a managing director at BT Alex Brown where he was a senior member of the Financial Sponsors Group and, prior to that, co-head of Equity Capital Markets.Mr. Garden has over 25 years of experience advising, financing, operating and investing in companies, and he has worked with management teams and boards of directors to implement growth initiatives as well as operational, strategic and corporate governance improvements. Mr. Garden has strong operating experience, a network of relationships with institutional investors and investment banking/capital markets experience that can be utilized for our benefit.The Board has affirmatively determined, based on the standards set forth under “Corporate Governance Matters—Independent Directors” in this proxy statement, that Mr. Garden is independent and has no material relationship with us except as a deemed beneficial shareholder. As of February 22, 2016, Trian and its affiliates, including Mr. Garden, beneficially own an aggregate total of 14,335,888, or approximately 8.0%, of the ordinary shares of Pentair plc, as disclosed in a Schedule 13D/A filed with the SEC on February 22, 2016 by Trian and its affiliates, including Mr. Garden.20Vote RequirementApproval of the amendment to our Articles of Association to increase the maximum number of directors from eleven to twelve requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual General Meeting.THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AMENDMENT TO PENTAIR PLC’S ARTICLES OF ASSOCIATION TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS FROM ELEVEN TO TWELVE.21PROPOSAL 6Amend Pentair plc’s (A) Articles of Association to Make Certain Administrative Amendments and(B) Memorandum of Association to Make Certain Administrative Amendments(Special Resolution)BackgroundProposal 6A sets out certain proposed amendments to our Articles of Association, and Proposal 6B sets out certain proposed amendments to our Memorandum of Association. Under Irish law, any amendment to a public company’s Articles of Association must be voted on separately from any amendment to a public company’s Memorandum of Association. For that reason, we are asking our shareholders to separately vote on Proposals 6A and 6B. However, given the inextricable link between Proposals 6A and 6B, each proposal is subject to the other being approved by our shareholders, and as a result, both proposals will fail if either proposal does not pass.Proposal 6A of the BoardOn June 1, 2015, the Companies Act 2014 (the “Act”) took effect in Ireland. The Act is meant to consolidate and modernize company law in Ireland. Although the changes to Irish company law will not impact Pentair’s day-to-day operations, we must make some administrative updates to our Articles of Association to ensure that they are not impacted or affected by the introduction of this new law. None of the updates to our Articles of Association proposed to be made in connection with the Act will materially change the rights of our shareholders.As an example, the Act will automatically apply certain sections of the Act to Pentair unless we explicitly opt out. Given many of these sections either address matters that are already covered by our Articles of Association or are not applicable to us, we are proposing to amend our Articles of Association to explicitly opt-out of certain provisions, as permitted by the Act. For example, the Act includes a provision regarding the appointment of directors, which is already covered by existing provisions in our Articles of Association and we therefore recommend opting out of that provision.Attached as Appendix B to this proxy statement is a table that sets out a summary of the optional provisions from which we propose to opt out, as well as certain other administrative amendments that we propose to make to our Articles of Association to address the adoption of the Act.The text of the resolution in respect of Proposal 6A (which is proposed as a special resolution) is as follows:“IT IS RESOLVED, as a special resolution, that, subject to and conditional upon Proposal 6B being passed, the Articles of Association of Pentair plc be, and hereby are, amended and restated in the manner and form set forth in Appendix C of this proxy statement.”Vote RequirementApproval of the amendment to our Articles of Association to make certain administrative amendments requires the affirmative vote of not less than seventy-five percent of the votes cast in person or by proxy at the Annual General Meeting. In addition, Proposal 6A is subject to Proposal 6B being adopted. Therefore, unless our shareholders approve Proposal 6B, Proposal 6A will fail.THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AMENDMENT TO PENTAIR PLC’S ARTICLES OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS.Proposal 6B of the BoardAs described above, on June 1, 2015, the Act took effect in Ireland. In addition to the proposed amendments described above to our Articles of Association to accommodate the adoption of the Act, we must also make certain corresponding administrative amendments to our Memorandum of Association to account for the adoption of the Act. None of the updates to our Memorandum of Association proposed to be made in connection with the Act will materially change the rights of our shareholders. The proposed amendments to our Memorandum of Association are each specifically described in the text of the resolution below, as required under Irish law.The text of the resolution in respect of Proposal 6B (which is proposed as a special resolution) is as follows:22“IT IS RESOLVED, as a special resolution, that, subject to and conditional upon Proposal 6A being passed, the following amendments, as shown in Appendix C, be made to the Memorandum of Association:(a)The deletion of the existing clause 2 and the substitution therefor of the following new clause 2:‘2.The Company is a public limited company deemed to be a PLC to which Part 17 of the Companies Act 2014 applies.’(b)The words ‘section 155 of the Companies Act 1963’ in the existing clause 3.14 of the Memorandum of Association be removed and the words ‘the Companies Act 2014’ be substituted therefor.”Vote RequirementApproval of the amendment to our Memorandum of Association to make certain administrative amendments requires the affirmative vote of not less than seventy-five percent of the votes cast in person or by proxy at the Annual General Meeting. In addition, Proposal 6B is subject to Proposal 6A being adopted. Therefore, unless our shareholders approve Proposal 6A, Proposal 6B will fail.THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AMENDMENT TO PENTAIR PLC’S MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS.23Overview of Compensation Program, Philosophy and Objectives (the “Committee”) of our Board sets and administers the policies that govern our executive compensation, including:establishing and reviewing executive base salaries;overseeing our annual incentive compensation plans;overseeing our long-term equity-based compensation plan;approving all awards under those plans;annually evaluating risk considerations in connection with our executive compensation programs; andannually approving all compensation decisions for executive officers, including those for the Chief Executive Officer and the other officers named in the Summary Compensation Table below (collectively, the “Named Executive Officers”).► ► ► ► ► ► which exclusively consists of independent directors, believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual, longer-term and strategic goals that create lasting shareholder value. The Committee’s specific objectives include:to motivate and reward executives for achieving financial and strategic objectives;to align management and shareholder interests by encouraging employee stock ownership;to provide rewards commensurate with individual and company performance;to encourage innovation and growth; andto attract and retain top-quality executives and key employees.► ► ► ► ► thesethe objectives described above, our executive compensation program uses the following direct compensation elements:► ► ► 2016 DIRECT COMPENSATION MIX 
to provide fixed compensation competitive in the marketplace;reward short-term performance against specific financial targets and individual goals;long-term incentive compensation, to link management incentives to long-term value creation and shareholder return; andretirement, perquisites and other benefits, to attract and retain executives over the longer term.We discuss each of these components below under “2015 Compensation Program Elements.”2015 Business ResultsWhile 2015 proved to be a challenging year for some of our businesses, we remain focused on our long-standing commitment to performance for our shareholders. Our adjusted earnings per diluted share from continuing operations decreased to $3.94 in 2015 compared to adjusted earnings per diluted share from continuing operations of $4.23 in 2014. Our sales during 2015 were $6,449 million, down 8.4% compared to $7,039 million in 2014. Excluding the impact of foreign exchange, our sales were down 3.9%. Our segment income decreased over the prior year to $1,001 million in 2015. Our return on sales decreased 60 basis points to 15.5% compared to return on sales in 2014. Free cash flow of $643 million represented approximately 90% conversion of adjusted net income. Despite these challenges, we increased the cash dividend paid to our shareholders for the 39th consecutive year and returned $432 million to our shareholders through a combination of dividends and share repurchases during 2015.2015 Say on Pay VoteIn May 2015 (after many of the 2015 executive compensation actions described in this Compensation Discussion and Analysis had taken place), we held our annual advisory shareholder vote on the compensation of our Named Executive Officers (our “say onOfficers. Realizable pay vote”) atrelated to our annual shareholders’ meeting,long-term incentive awards has been significantly below the grant values over this period, and consistent with the recommendationCompensation Committee again froze the base salaries of the Board, our shareholders approved the compensation of ourall Named Executive Officers withfor 2017.91% of votes cast$100/barrel, we are encouraged by our progress in favor. Consistent with this strong vote of shareholder approval,2016 and the outlook for 2017. Our Win-Right Values continue to guide how we did not make any material changesconduct business, including our commitment to oura performance-based executive compensation programs in response toprogram that closely aligns the outcomeinterests of the vote.Changes to our Compensation Programs in 2015As described in more detail below,executives with those of our compensation programs in 2015 were generally consistent with 2014, when we had implemented several substantive changes. However, there were three material developments in 2015 relating to Named Executive Officer compensation:ADJUSTED EPS 
DA for reconciliation of GAAP to non-GAAP financial measures included in this section.SEGMENT INCOME 
FREE CASH FLOW 
SALES 
24CEO COMPENSATION
SUMMARY COMPENSATION TABLE VS.
REALIZABLE LONG-TERM INCENTIVE
COMPENSATION 3 YEAR
“Realizable pay” is calculated using the number of restricted stock units and performance shares granted to our CEO (adjusted to reflect the estimated payout of outstanding performance shares based on performance through the end of 2016) in each year multiplied by our share price on the last trading day of 2016 of $56.07, plus the aggregate intrinsic value of all stock options granted in each year calculated based on our share price on the last trading day of 2016 of $56.07. NewSHAREHOLDER OUTREACH AND RESPONSE TO 2016 SAY ON PAY VOTEOfficerOfficers in our annual advisory shareholder vote (our “say on pay vote”) at our 2016 Annual General Meeting. As a result of this disappointing recommendation we reached out to shareholders to gain additional insight and to provide them with clarifying information enabling them to make an informed decision on the say on pay vote. Shareholders ultimately supported our say on pay vote on May 10, 2016, with approximately 72% of votes cast in favor, but the level of support was down substantially from the 92% of votes cast in favor of our say on pay vote in 2015.Pay-for-Performance ► The Company’s executive compensation program demonstrates a true pay-for-performance linkage and shareholder alignment. ► CEO’s and other Named Executive Officers’ compensation should be appropriately risk-based, balancing annual and long-term performance. ► Goal setting should support the achievement of strategic business goals and creation of shareholder value. ► Any payment under our annual and long-term incentive plans requires the attainment of rigorous performance thresholds and stretch targets as evidenced by the following actions: ► For 2016, the Compensation Committee again established challenging performance thresholds and stretch targets, ensuring that any payment under the Company’s incentive plans required meaningful financial and operating performance (page 36). ► The Compensation Committee carefully assessed the 2017 annual and long-term incentive opportunity, taking into account not only competitive market data, but also factors such as company, business unit and individual performance, scope of responsibility, critical needs and skill sets, experience, leadership potential and succession planning. ► The Compensation Committee also evaluated the pay mix of our CEO and our other Named Executive Officers for 2017, as it does every year, to ensure annual and long-term incentives are properly balanced. ► In 2016 annual and long-term incentives again reflected company performance appropriately: ► The annual incentive plan paid out at below target overall as above target free cash flow generation was offset by below target income performance and below threshold core revenue growth (page 37). ► The long-term performance cash plan for the three-year performance period ending on December 31, 2016 paid out at 30% of target, due to the challenging business conditions over the performance period (page 40). Annual Incentive Design ► Annual incentive plan measures of operating income and free cash flow are well aligned with shareholder interests. ► Free cash flow measure is particularly valued because it reflects the quality of our earnings stream. ► Reward profitable growth, not growth at any cost. ► Increased the weighting of our free cash flow measure from 10% to 30%, bringing renewed focus on what has been a traditional strength of our company and resulting in superior free cash flow performance in 2016 (page 37). ► Reduced the weighting of individual performance in the annual incentive from 20% to 10% (page 37). ► Replaced core revenue growth with a profitable growth measure and increased the weighting from 20% to 30% for 2017 annual incentives. ► Eliminated the strategic deployment factor (“SDF”) from the 2017 annual incentive of the Executive Officers to further reinforce the importance of financial and operating results. Long Term Incentive Design ► Greater portion of long-term compensation should be performance-vested equity. ► Adjusted EPS viewed as a measure closely tied to creation of shareholder value, but suggestion to add a return and/or relative performance measure. ► ► CEO and other Executive Officer stock ownership highly valued. ► Replaced cash-settled performance units with performance share units. ► Introduced adjusted EPS as the performance share unit measure. ► Established rigorous three-year adjusted EPS growth goals to support the creation of long-term shareholder value. ► For 2017, increased performance share units from one third to 50% of the Executive Officers’ long-term incentive mix and reduced restricted stock units and stock options proportionately. ► Augmented adjusted EPS growth measure with return on equity (ROE) weighted 75% and 25% respectively for 2017 awards. ► ► Increased stock ownership requirement from 2.0-times base salary to 2.5 times base salary for Segment Presidents in 2017. The CEO is already subject to a robust 6x base salary requirement. ► publicly-traded on a major exchange; ► similar in business scope and/or operations to our business units and global in nature; ► within a reasonable revenue range (generally 0.5x to 3x) compared to our revenue; and ► engaged in the same or a similar industry to ours, based on Global Industry Classification Standard (“GICS”) code: industrial machinery, electrical components and equipment, agricultural and farm machinery, building products, electronic components, industrial conglomerates and security and alarm services. AGCO Corporation Cummins Inc. Danaher Corporation Dover Corporation Eaton Corporation plc Emerson Electric Co. Flowserve Corporation Illinois Tool Works Inc. Ingersoll-Rand plc Masco Corp. Parker-Hannifin Corporation Rockwell Automation, Inc. SPX Corporation Stanley Black & Decker, Inc. The Timken Company Tyco International plc (n/k/a Johnson Xylem Inc. Controls International plc) ► base salary; ► annual incentive compensation; ► long-term incentive compensation, consisting of stock options, restricted stock units and performance share units; ► retirement and health & welfare benefits; and ► perquisite allowance. Target as a
% of Salary Target Randall J. Hogan 160% $2,041,272 John L. Stauch 100% $701,600 Karen L. Keegans 80% $360,000 Karl R. Frykman 70% $339,500 Dennis J. Cassidy, Jr. 70% $339,500 Financial Performance
MeasureWeight Threshold
(Required for any
payout; payouts
begin at 50%)Target
(100% payout)Superior
Performance
(200% payout)Excellence
(300% payout)Segment Income (earnings before interest, taxes and amortization) 40% $800 million $860 million $940 million $965 million Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment) 30% $515 million $570 million $625 million N/A Growth in Core Sales (sales excluding the impact of acquisitions, divestitures and currency exchange rate changes) 20% Unchanged from 2015 3.0% increase
over prior year6.0% over
prior yearN/A Strategy Deployment (“SDF”) (contingent on EBITDA hurdle, defined as earnings before interest, taxes, depreciation and amortization) 10% EBITDA of $975 million was required for any payout N/A Financial Performance
MeasureWeight Threshold
(Required for any
payout; payouts
begin at 50%)Target
(100% payout)Superior
Performance
(200% payout)Excellence
(300% payout)Segment Income (earnings before interest, taxes and amortization) 40% $285 million $300 million $315 million $323 million Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment) 30% $194 million $215 million $247 million N/A Growth in Core Sales (sales excluding the impact of acquisitions, divestitures and currency exchange rate changes) 20% Unchanged from 2015 5.0% increase
over prior year8.0% over
prior yearN/A SDF (contingent on EBITDA hurdle, defined as earnings before interest, taxes, depreciation and amortization) 10% EBITDA of $975 million was required for any payout N/A Financial Performance
MeasureWeight Threshold
(Required for any
payout; payouts
begin at 50%)Target
(100% payout)Superior
Performance
(200% payout)Excellence
(300% payout)Segment Income (earnings before interest, taxes and amortization) 50% $175 million $215 million $245 million $265 million Free Cash Flow (cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment) 40% $216 million $240 million $264 million N/A SDF (contingent on EBITDA hurdle, defined as earnings before interest, taxes, depreciation and amortization) 10% EBITDA of $975 million was required for any payout N/A Financial Performance Measure Weight Actual Financial Results Payout % Weighted
Payout %Segment Income (As Adjusted for the MIP) 40% $839.5 82.9% 33.2% Free Cash Flow 30% $609.3 171.3% 51.4% Core Sales Growth 20% -1.4% 0.0% 0.0% SDF (contingent on EBITDA hurdle) 10% 1,119.5 100-110% 10-11% Financial Performance Measure Weight Actual Financial Results Payout % Weighted
Payout %Segment Income (As Adjusted for the MIP) 40% $314.1 194.0% 77.6% Free Cash Flow 30% $273.4 200.0% 60.0% Core Sales Growth 20% 4.8% 98.0% 19.6% SDF (contingent on EBITDA hurdle) 10% 1,119.5 150% 15% Financial Performance Measure Weight Actual Financial Results Payout % Weighted
Payout %Segment Income (As Adjusted for the MIP) 50% $149.6 0.0% 0.0% Free Cash Flow 40% $244.3 117.9% 47.2% SDF (contingent on EBITDA hurdle) 10% 1,119.5 125% 12.5% EQUITY MIX 
► Stock options:The Committee determined that it would grant ten-year stock options, with one third of the options vesting on each of the first, second and third anniversaries of the grant date, as in prior years. ► Restricted stock units:Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to a cash payment equal to all cash dividends declared on our ordinary shares from and after the date of grant. One-third of the restricted stock units would vest on each of the first three anniversaries of the grant date if the performance hurdle described below under “Impact of Tax Considerations” was met. ► Performance share units:Each performance share unit represents the right to receive one of our ordinary shares at the end of a three-year performance period if specified performance goals are achieved. For the performance share units granted in 2016 relating to the performance period 2016-2018, the performance goal is adjusted EPS: Metrics Threshold
(50% payout) Target
(100% payout) Superior
Performance
(200% payout) Excellence
(300% payout)Adjusted EPS $3.45 $3.85 $4.25 $4.50 Financial Performance Measure Weight Threshold
(50% payout) Target
(100% payout) Maximum
(200% payout) Actual Actual Payout
(% of Target)Compounded Annual Growth Rate
(CAGR)(1) of Revenue in 2014-2016
Compared to 201350% 1.0% CAGR 3.0% CAGR 6.0% CAGR 1.4% CAGR 60.6% Return on Invested Capital (ROIC) in
2014-2016 Compared to 201350% 100 basis point
increase250 basis point
increase450 basis point
increase80 basis point
increase0% 2014 Program Total Weighted Performance 30.3% (1) TOTAL SHAREHOLDER RETURN 
Executive Level Stock Ownership Guidelines
(as a multiple of salary)Chief Executive Officer 6.0x base salary Executive Vice President and Chief Financial Officer 3.0x base salary Senior Vice President, Chief Human Resources Officer; 2.5x base salary Senior Vice President and General Counsel Segment Presidents Other key executives 2.0x base salary Share
Ownership 12/31/16
Market Value
($)(1) Ownership
Guideline
($) Meets
GuidelineRandall J. Hogan 629,585 35,300,833 7,654,770 Yes John L. Stauch 191,525 10,738,806 2,104,800 Yes Karen L. Keegans 5,053 283,300 1,125,000 No(2) Karl R. Frykman 39,744 2,228,459 970,000 Yes Dennis J. Cassidy, Jr. 11,250 630,788 970,000 No(3) (1) The amounts in this column were calculated by multiplying the closing market price of our ordinary shares on the last trading day of our most recently completed fiscal year of $56.07 by the number of shares owned. (2) Newly hired officer on June 1, 2016. (3) Newly hired officer on April 11, 2016. SHARE OWNERSHIP REQUIREMENTS 
Medical, Dental, Life Insurance and Disability Coverage Other Paid Time-Off Benefits Deferred Compensation September 2015, Beth A. Wozniak joined our companyaddition to the allowance provided under the Flex Perq Program, we provided security arrangements for Mr. Hogan during an instance of personal travel in a geographic area in which there were security concerns and an additional payment to make him whole for the taxes he incurred as Presidentresult of the securityFlow & Filtration Solutions segment. As describedNamed Executive Officers. The fitness center reimbursement is provided pursuant to a broad-based policy that applies generally to U.S. employees.greaterthe “All Other Compensation” column under “Executive Compensation Tables – Summary Compensation Table” and are set forth in more detail below,in footnote 7 to that table.commencement of employment,joining our company on June 1, 2016. The award is included in the “Bonus” column under “Executive Compensation Tables – Summary Compensation Table” and therelocation assistance, including a payment to make her whole for taxes on the relocation assistance, is included in the “All Other Compensation” column under “Executive Compensation Tables – Summary Compensation Table” and is set forth in more detail in footnote 7 to that table. The relocation assistance we provided to Ms. WozniakKeegans is consistent with the relocation assistance that we provide to all other similarly situated employees under our standard relocation program.signing bonussign-on award in connection with joining our company on April 11, 2016 to address forfeitures and changes in the compensation mix related to his prior employment. The award is included in the “Bonus” column under “Executive Compensation Tables – Summary Compensation Table.” The award has a 2 year payback clause should he voluntarily leave the company.$100,000their home country or country of primary residence, we provide customary expatriate benefits. During a portion of 2016, one of our Named Executive Officers, Mr. Cassidy, was assigned to Switzerland and received such benefits. The expatriate benefits provided to Mr. Cassidy included relocation expenses, housing expenses, educational expenses for dependent children, a cost of living adjustment, use of a company car in Switzerland, tax consulting services and home leave travel and language training for Mr. Cassidy and his family. Mr. Cassidy also received a tax equalization benefit designed to absorb the additional tax burden resulting from his assignment to Switzerland. Due to his assignment to Switzerland, Mr. Cassidy’s compensation was subject to higher taxes than would have been the case if he had been assigned only in the United States. In addition, some of theexpatriate benefits provided to Mr. Cassidy in connection with his assignment resulted in additional taxation to him. The tax equalization benefit was designed to make Mr. Cassidy whole for these effects and ensure that, on an equity-based award with anafter-tax basis, Mr. Cassidy received the same level of compensation that he would have received had he not been assigned to Switzerland.grant date fair valueincremental cost to us of $1.75 million. Her base salary wasproviding these benefits to Mr. Cassidy are included in the “All Other Compensation” column under “Executive Compensation Tables – Summary Compensation Table” and are set at $485,000.forth in more detail in footnote 10 to that table.EliminationSingle Triggermanagement upon a threatened or completed change in control. These benefits are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. We believe that the security that these benefits provide helps our key executives to remain focused on our ongoing business and reduces the key executive’s concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and its shareholders due to the economic security afforded by these benefits. We currently provide only the following severance and change-in-control benefits to our executive officers:► ► ► Upon certain types of terminations of employment (other than a termination following a change in control), severance benefits may be paid to the Named Executive Officers at the discretion of the Committee. in Control Vesting and Excise Tax Gross-Ups for New Change in Control Agreements. In Control.”gross upsgross-ups in new agreements with our executive officers. Since 2013 any new agreements entered into with any new executive officers, providingincluding Ms. Keegans, our Senior Vice President and Chief Human Resources Officer, and Mr. Cassidy, President of Valves & Controls, in 2016 did not contain either of these features.contingent benefits uponperformance-based compensation meeting certain requirements, including periodic shareholder approval of the benefit plans under which we pay such performance-based compensation. Annual and long-term cash incentive compensation generally is performance-based compensation meeting those requirements and, as such, is fully deductible. The Committee included a changeperformance hurdle on grants of restricted stock units in control. In connection with her commencement of employment, Ms. Wozniak received such an agreement including terms generally consistent2016 that requires our company to meet a specified goal for adjusted net income for any vesting to take place. This performance condition is intended to make the restricted stock units eligible to be treated as performance-based compensation. Stock options that we grant under the Pentair plc 2012 Stock and Incentive Plan are also treatedas performance-based compensation. At the 2013 Annual General Meeting, our shareholders approved the performance goals under the Pentair plc 2012 Stock and Incentive Plan, making awards granted under the Plan eligible to be treated as performance-based compensation under Section 162(m) if the Committee elects to make the awards otherwise compliant with the similar agreements we maintain with ourapplicable requirements of Section 162(m).but excluding automatic single trigger changeand for our company. To maintain flexibility in control vesting and excise tax gross ups. Instead, Ms. Wozniak's agreement provides for accelerated vesting of certain equity and cash incentive awards only if there iscompensating executive officers in a covered termination following a change in control. In place of a tax gross up for excise taxes, her agreement provides that, if excise taxes would otherwise be imposed in connection with a change in control, her change in control compensation protections will be either cut backmanner designed to a level below the level that would trigger the imposition of the excise taxes or paid in full and subjected to the excise taxes, whichever results in the better after-tax result to her.Decision to Replace Cash Settled Performance Units with Performance Share Units Beginning in 2016. In 2015, as in prior years, our long-term incentive compensation program consisted of three elements: stock options, restricted stock units and cash settled performance units. In December 2015,promote varying corporate goals, the Committee approved replacing cash settled performance units as an element of our long-term incentivehas not adopted a policy requiring all compensation program with performance share units, beginning in 2016. Like the cash settled performance units, the performance share units will have a three-year performance period. However, the performance share units willto be earned or forfeited on the basis of our achievement of adjusted earnings per share ("EPS") goals, rather than, as in the case of the cash settled performance units, goals relatingdeductible. It is also possible that compensation we believe to compounded annual revenue growth rate and return on invested capital. We decided to replace cash settled performance units with performance share units to increase participants’ line-of-sight between performance goals and award values and to strengthen the alignment of participants' interests with the interests of our long-term shareholders.be deductible under Section 162(m) may not be deductible.Compensation Committee PracticesThe Committee meets regularly to review, discuss and approve executive compensation and employee benefit plan matters. Committee members generally receive written materials several days prior to each regularly scheduled meeting. At the close of each regularly scheduled Committee meeting, the Committee conducts an executive session without management present. When appropriate, the Committee also meets in executive session at the close of special meetings. At the Committee’s request, the Committee’s external compensation consultant reviews committee meeting materials and attends meetings.In making changes to our compensation programs, the Committee considers our compensation philosophy and objectives, as well as external market, industry and peer company practices and shareholder feedback. The Committee reviews each element of the executive compensation program annually for continuing appropriateness and reasonableness.The Committee reviewed and approved equity grants for newly hired and promoted employees as required throughout the year.Services of Compensation Consultant2015,2016, the Committee continued to retain Aon Hewitt, an external compensation consultant, to advise the Committee on executive compensation issues. See “Corporate Governance Matters – Committees of the Board – Compensation Committee” for disclosure relating to services provided to us by Aon Hewitt.. The Committee evaluated the independence of Aon Hewitt and the individual representatives of Aon Hewitt who served as the Committee’s consultants in light ofbased on the factors required by the NYSE. Aon Hewitt is a wholly owned subsidiary of Aon plc, which provides insurance brokerage and benefit administrative outsourcing services to us. For the year ended December 31, 2015,2016, we paid Aon plc approximately $2,170,628$3,088,685 for these services and Aon Hewitt approximately $222,306$292,421 for executive compensation consulting for the Committee. The decision to engage Aon plc for insurance brokerage and benefit administrative outsourcing services was made by management and was not approved by the Board or the Committee. The Committee concluded, based on the evaluation described above, that the services performed by Aon plc with respect to insurance and benefits administration did not raise a conflict of interest or impair Aon Hewitt’s ability to provide independent advice to the Committee regarding executive compensation matters.25belowabove under “Comparative Framework” and relevant survey data. The comparative market data that Aon Hewitt provides address the structure of the compensation programs maintained by the Comparator Group companies as well as the amount of compensation they provide. Aon Hewitt provides guidance on industry best practices and advises the Committee in determining appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position.At the request of the Committee, the Chief Executive Officer and the Senior Vice President, Human Resources, generally attend meetings of the Committee, but are not present in executive sessions and do not participate in deliberations of their own compensation. Our human resources group assists the Committee as requested on specific topics regarding compensation, as well as on specific recommendations for compensation for management throughout our company.The Chief Executive Officer annually reviews with the Committee the performance of each executive officer (other than himself) and presents compensation recommendations based on these reviews to the Committee. The Committee reviews these recommendations with Aon Hewitt and exercises its discretion in adopting, rejecting or changing them.and ratification.andratification. The Lead Director chairs a discussion with the independent directors in executive session without the Chief Executive Officer present. From that discussion, the Committee finalizes the Chief Executive Officer’s performance rating. The Committee Chair and the Lead Director review the final performance rating results and commentary with the Chief Executive Officer. The Committee takes the performance rating and financial data into account in determining the Chief Executive Officer’s compensation and the adoption of goals and objectives for the Chief Executive Officer for the following year.Comparative FrameworkIn setting compensation for 2015, the Committee commissioned Aon Hewitt to provide benchmarking data for our executive officers, including our Named Executive Officers. The companies in the peer group from which the benchmarking data were drawn were based on four selection criteria:Publicly-traded on a major exchange.Similar in business scope and/or operations to our business units and global in nature.Within a reasonable revenue range (generally 0.5x to 3x) compared to our revenue.Same or similar industry to ours, based on Global Industry Classification Standard (“GICS”) code: industrial machinery, electrical components and equipment, building products, electronic components, industrial conglomerates and security and alarm services.Aon Hewitt also performed a “peer-of-peers” analysis to identify companies common in other peer groups that were not identified by the four selection criteria above by reviewing peers of our current peers as well as companies that use our company in their peer group. In addition, Aon Hewitt considered those companies identified by independent corporate governance organizations as being peers of our company. Based on Aon Hewitt’s review and recommendations, the Committee removed Medtronic, Inc., which had been included in the 2014 comparator group, from the 2015 comparator group due to its anticipated merger with Covidien plc and added Cummins Inc. and AGCO Corporation as new comparator group companies for 2015.Based on the criteria identified above, and incorporating the changes described in the preceding sentence, the Committee selected the following 17 companies as our 2015 comparator group for purposes of benchmarking (the “Comparator Group”):26AGCO CorporationCummins Inc.Danaher CorporationDover CorporationEaton Corporation plcEmerson Electric Co.Flowserve CorporationIllinois Tool Works Inc.Ingersoll-Rand plcMasco Corp.Parker-Hannifin CorporationRockwell Automation, Inc.SPX CorporationStanley Black & Decker, Inc.The Timken CompanyTyco International Ltd.Xylem Inc.The Comparator Group companies had revenues ranging from approximately $3.8 billion to $24.7 billion, with median revenues of approximately $11.5 billion. Our revenue for 2015 was $6.4 billion.2015 Compensation Program ElementsFor the year ended December 31, 2015, the principal components of compensation for Named Executive Officers were:Base salary;Annual incentive compensation;Long-term incentive compensation, consisting of stock options, restricted stock units and cash settled performance units;Retirement and other benefits; andPerquisites and other personal benefits.The Committee reviews total compensation for executive officers and the relative levels of each of these forms of compensation against the Committee’s goals to attract, retain and incentivize talented executives and to align the interests of these executives with those of our long-term shareholders.Base SalariesWe provide Named Executive Officers with a fixed base salary. Focusing on the market value of each position, the Committee’s goal is to target approximately the 50EQUITY AWARD PRACTICESth percentile (the “Midpoint”) of the Comparator Group for executives’ base salary ranges based on available market data. Market data include published survey data and proxy statement data for our Comparator Group. The Committee establishes each Named Executive Officer’s salary within a range of 25% of the Midpoint. Differences in base salaries among the Named Executive Officers and the extent to which a Named Executive Officer’s base salary is set at a level other than the Midpoint are decided by the Committee based on various factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s length of employment, level of responsibility, experience and individual performance.In December 2014, the Committee undertook its annual review of base salaries for the then-serving Named Executive Officers and other management personnel, in accordance with its normal procedures. Following a market review by Aon Hewitt, the Committee approved annual merit increases to base salary ranging from 3.0-5.0% for each Named Executive Officer effective January 1, 2015. The adjusted base salaries remained within the range of 25% of the Midpoint described in the preceding paragraph. In connection with Ms. Wozniak's commencement of employment in September 2015, the Committee set her base salary at $485,000 based on a market review, prior compensation level and arm's length negotiations with Ms. Wozniak. Her base salary is within the range of 25% of the Midpoint described in the preceding paragraph.Annual Incentive Compensation PlanTo achieve the objective of providing competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Committee. In 2015, we provided cash annual incentive compensation to our executive officers, including the Named Executive Officers who served for the entire year, under our Management Incentive Plan ("MIP"). MIP awards were granted under the 2012 Plan. The Committee had no discretion to increase formula-derived incentive compensation under the MIP.The Committee determined a percentage of each then-serving Named Executive Officer’s base salary as a targeted level of incentive compensation opportunity under the MIP, based on the Committee’s review of Aon Hewitt’s recommendations, relevant survey data and, in the case of Named Executive Officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. The Committee sets each executive’s target incentive compensation opportunity so that if we attain target performance levels, annual cash incentive levels will be between the 50th and 75th percentiles of our Comparator Group’s target payouts. The Committee believes that establishing annual cash incentive27compensation targets above the 50th percentile of competitive compensation programs is an effective means of enhancing the performance-based elements of our compensation program. By offering greater potential rewards for achievement of the performance goals under our annual cash incentive compensation program, we believe we provide enhanced motivation for our Named Executive Officers to achieve the performance goals determined by the Committee. This leverages the effectiveness of the performance-based elements of our compensation program, further aligning management and shareholder interests.Differences in target levels of incentive compensation opportunity among the Named Executive Officers are decided by the Committee based on various factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s length of employment, level of responsibility and experience. An executive officer’s base salary multiplied by the incentive compensation opportunity percentage establishes the target incentive compensation for which the executive officer is eligible. The Committee determined incentive compensation targets in 2015 for all Named Executive Officers. These incentive compensation targets as a percentage of salary and a dollar amount, based on actual base salary paid during 2015, were as follows: Target Randall J. Hogan 160% $2,041,272 John L. Stauch 100% $674,625 Frederick S. Koury 80% $385,020 Angela D. Jilek 80% $412,000 Ms. Wozniak did not participate in the MIP for 2015 because she joined our company as an executive officer late in the year. Instead, Ms. Wozniak received a sign-on bonus of $100,000. The Committee based the amount of the sign-on bonus on Ms. Wozniak's anticipated full-year compensation as an executive officer and on her compensation arrangements with her former employer. She is expected to participate in the MIP for 2016.Actual incentive compensation awarded to each Named Executive Officer may range from 0 to 2 times the target, depending on actual company and individual performance, as described below. If we attain superior performance levels such that the actual incentive compensation awarded is at or near 2 times the target, cash incentive compensation could exceed the 75th percentile of the Comparator Group; if we do not attain target performance levels for any of the goals, cash incentive compensation will be below the 50th percentile of our Comparator Group. If we do not attain threshold performance levels for any of the goals, cash incentive compensation will be below the 25th percentile of our Comparator Group.To establish the performance goals and related targets applied to MIP payments for the Named Executive Officers, the Committee examined goals that were recommended by the Chief Executive Officer, after consultation with the Chief Financial Officer and certain other executive officers, and that were based solely on objectively determinable financial performance measures. The Committee then assessed these recommendations in light of comparable data of the Comparator Group and relevant survey data. In February 2015, the Committee established the performance goals for 2015 for the MIP. The MIP performance goals that applied to the Named Executive Officers (prior to adjustments specified in the MIP), as well as the weight assigned to each performance goal and the corresponding payout levels, were as follows:Financial PerformanceMeasureWeightThreshold(Required for any payout; payouts begin at 75%)Target(100% payout)Maximum(200% payout)Operating Income40%$1,045 million(2.3% increase over prior year)$1,100 million (7.6% increase over prior year)$1,155 million (13.0% increase over prior year)Core Sales Growth30%1.5% increase over prior year3.5% increase over prior year5.5% increase over prior yearFree Cash Flow10%$794 million$875 million$950 millionEBITDA20%$1,000 million was required for any payoutThe general framework of the MIP performance goals remained similar to previous years, except that the Committee increased the relative weight assigned to sales from 25% to 30% and decreased the relative weight assigned to free cash flow by a corresponding amount, from 15% to 10% to better reflect the importance of sales to our overall financial performance.28We defined operating income under the MIP as the excess of revenues over expenses for normal operating activities, sales as sales excluding the impact of acquisitions, divestitures and currency exchange rate changes, free cash flow as cash from operating activities less capital expenditures, plus proceeds from sale of property and equipment and EBITDA as earnings before interest, taxes, depreciation and amortization.The Committee believed that these performance goals correlate strongly with two primary corporate objectives: to improve the financial return from our businesses and to strengthen our balance sheet through cash flow improvement and debt reduction. All of the target levels for the performance goals were aligned with our corporate objectives as set forth in our annual operating plan.To provide an added performance incentive, the Committee determined that the amount of incentive compensation related to each performance goal other than EBITDA would be scaled according to the amount by which the measure exceeded or fell short of the target. The Committee also determined that the performance goals for operating income, sales and free cash flow should have a threshold level below which no incentive compensation would be earned, and that potential payouts would be scaled from 0.75 at the threshold to 2.0 times at the maximum, as detailed above.In the case of EBITDA, the Committee determined that attainment of this performance goal is a necessary, but not sufficient, condition to trigger a payout under the EBITDA component of the MIP. If the EBITDA threshold was not attained, no award would be made for this performance goal. If the EBITDA threshold was attained, the Named Executive Officer would be eligible for up to the maximum payout under this component of the award. The Committee retained the discretion to reduce, but not to increase, the amount of the payout under this component to a Named Executive Officer, based upon the Named Executive Officer’s individual performance, as measured according to the applicable strategy deployment factor (“SDF”). The SDF measures an individual executive’s performance against expectations in the attainment of corporate strategic goals set by the Committee. The SDF is determined by the Committee for each Named Executive Officer based on its assessment of individual performance following consultation with the Chief Executive Officer.The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by a multiplier determined as described above. For 2015, actual results as measured by the performance goals under the MIP were as follows:Financial Performance Measure Weight Actual Financial Results Actual Payout Percentage Operating Income (As Adjusted for the MIP) 40% $855.8 million 0.0% Core Sales Growth 30% -3.9% 0.0% Free Cash Flow 10% $643.0 million 0.0% EBITDA 20% $1,126.7 million 0.0% Adjustments to operating income and EBITDA for factors specified in the MIP included: restructuring and other charges ($120.5 million), goodwill and other intangible asset impairment ($554.7 million), acquisition and deal related costs ($50.6 million), pension “mark to market” gains ($23.0 million), and acquisitions ($24.2 million). These adjustments for factors specified in the MIP differ from those used to calculate our segment income as disclosed elsewhere in this Proxy Statement. Core sales growth is defined as the year over year rate of change in sales excluding the impact of foreign currency (-6.6%) and acquisitions (2.1%). Based on these financial results, the Committee determined that no amounts would be paid to the Named Executive Officers under the MIP for 2015.2015 Long-Term Incentive CompensationThe Committee emphasizes executive compensation that is tied to building and sustaining our company’s value through ordinary share performance over time. We provide long-term compensation to our executives to further the objectives of:motivating and rewarding executives through share price appreciation;encouraging innovation and growth;aligning management and shareholder interests; andattracting and retaining key executive talent.In keeping with this philosophy, the Committee establishes long-term incentive compensation targets between the 50th and 75th percentiles of competitive compensation programs, based on the Committee’s assessment of both published survey29data and data from our Comparator Group. The Committee believes that establishing long-term incentive compensation targets above the 50th percentile of competitive compensation programs is an effective means of enhancing the performance-based elements of our compensation program. By offering greater potential rewards for achievement of the performance goals under our long-term incentive compensation program, we believe we provide enhanced motivation for our Named Executive Officers to achieve the performance goals determined by the Committee. This leverages the effectiveness of the performance-based elements of our compensation program, further aligning management and shareholder interests.In 2015, the Committee awarded long-term incentive compensation under the 2012 Plan. As it does each year, the Committee used benchmark data (including compensation surveys, Comparator Group information and other data provided by Aon Hewitt) to set competitive target dollar award levels for each Named Executive Officer and for each position or grade level. Differences in target dollar award levels among the Named Executive Officers were decided by the Committee based on various factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s length of employment, level of responsibility, experience and individual performance. Individual awards generally range between 80 and 120 percent of the target award level, with actual award amounts determined by the Committee based on its assessment of both the executive’s individual performance against his or her individual performance goals in the previous year and company performance in the previous year against our strategic plan. If we build and sustain long-term shareholder value through superior performance, ongoing long-term incentive values may exceed the 75th percentile of our Comparator Group.The Committee approved in December 2014 the elements and mix of long-term incentive compensation granted effective January 2, 2015 under the 2012 Plan. The Committee granted all then-serving Named Executive Officers a mix of the following components: stock options, restricted stock units and cash settled performance units. We have balanced our long-term incentive compensation program vehicles to create an equal focus on shareholder wealth creation, the creation of a sustaining business and assuring the leadership is committed to the long-term success of the enterprise. Each component was equally weighted, representing one-third of the total long-term incentive award value. The components had the features described below:Stock options: The Committee determined that it would grant ten-year stock options, with one third of the options vesting on each of the first, second and third anniversaries of the grant date, as in prior years.Restricted stock units: Each restricted stock unit represents the right to receive one of our ordinary shares upon vesting and includes one dividend equivalent unit, which entitles the holder to a cash payment equal to all cash dividends declared on our ordinary shares from and after the date of grant. One-third of the restricted stock units would vest on each of the first three anniversaries of the grant date if the performance hurdle described below under "Impact of Tax Considerations" was met.Cash settled performance units: The Committee granted cash settled performance units in 2015 from a bonus pool that would be established only if our company met a specified goal for adjusted net income in 2015. From this bonus pool, each participant, including the Named Executive Officers, would be granted cash settled performance units. Each performance unit entitled the holder to a cash payment following the end of a three-year performance period if we achieved specified company performance goals on metrics established by the Committee. The performance goals selected by the Committee for the 2015 to 2017 performance period, as well as the weighting and potential payout levels, were as follows:Financial Performance MeasureWeightThreshold(50% payout)Target(100% payout)Maximum(200% payout)Compounded Annual Growth Rate (CAGR) of Revenue in 2015-2017 Compared to 201450%1.0% CAGR3.0% CAGR6.0% CAGRReturn on Invested Capital (ROIC) in 2015-2017 Compared to 201450%100 basis point increase250 basis point increase450 basis point increasePayouts would be scaled for performance between threshold and target and between target and maximum. An executive officer could elect to defer receipt of the cash payment under our Non-Qualified Deferred Compensation Plan.Ms. Wozniak did not participate in our long-term incentive compensation program on the same terms as the other Named Executive Officers in 2015 because she joined our company as an executive officer late in the year. However, she received an equity-based award in connection with her commencement of employment. The award had an aggregate grant date fair value of $1.75 million and consisted of 50% stock options and 50% restricted stock units, each of which were subject to 4-year cliff-vesting. The Committee determined the amount and form of the award based on arm's length negotiations with Ms. Wozniak, the amount and form of Ms. Wozniak's long-term incentive compensation at her former employer and internal pay comparisons.30The value of stock options and restricted stock units and a range of values for the cash settled performance units granted to the Named Executive Officers in 2015 are reflected in the table under “Executive Compensation-Grants of Plan-Based Awards Table.”The value of restricted stock units that vested for each Named Executive Officer in 2015 and the value of options exercised by each Named Executive Officer in 2015 are shown in the table under “Executive Compensation-Option Exercises and Stock Vested.”As described above under "Changes to our Compensation Programs in 2015 -- Decision to Replace Cash Settled Performance Units with Performance Share Units Beginning in 2016," in December 2015, the Committee approved replacing the cash settled performance units with performance share units beginning in 2016. Like the cash settled performance units, the performance share units will have a three-year performance period. However, the performance share units will be earned or forfeited based on our achievementPrior Long-Term Incentive GrantsIn 2013, the Committee granted cash settled performance units to the Named Executive Officers from a bonus pool that would be established only if our company met a specified goal for free cash flow in 2013. Each performance unit entitled the holder to a cash payment following the end of the three-year performance period from 2013-2015, if we achieved specified company performance goals on metrics established by the Committee. The performance goals selected by the Committee for the 2013 to 2015 performance period were revenue growth and return on invested capital, each weighted 50%. Subject to establishment of the bonus pool and depending on cumulative company performance over the three-year performance period, we would pay nothing if a threshold were not met, 50% of the target value if the threshold were met, 100% of the target value if the target were met and 200% of the target value if the maximum were met. Payouts would be scaled for performance between threshold and target and between target and maximum.The performance goals selected by the Committee for the 2013 to 2015 performance period, as well as the weighting, potential payout levels, actual performance and actual payout percentages were as follows:Financial Performance Measure Weight Actual Actual Payout (% of Target) 50% 1.0% CAGR 3.0% CAGR 6.0% CAGR 1.6% CAGR 64.9% Return on Invested Capital (ROIC) in 2013-2015 Compared to 2012 50% 100 basis point increase 250 basis point increase 450 basis point increase 130 basis point increase 59.8% 62.4% 1CAGR excludes the impact of changes in foreign currency exchange rates.We also met the specified goal for free cash flow in 2013. Based on the foregoing, the Named Executive Officers received the payouts that are reflected in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation-Summary Compensation Table.”31.Stock Ownership GuidelinesThe Committee has established stock ownership guidelines for the Named Executive Officers and other executives to motivate them to become significant shareholders and to further encourage long-term performance and growth. The Committee monitors our executives’ compliance with these stock ownership guidelines and periodically reviews the definition of “stock ownership” to reflect the practices of companies in the Comparator Group. For 2015, “stock ownership” included ordinary shares owned by the officer both directly and indirectly, the pro-rated portion of unvested restricted stock, restricted stock units, and shares held in our employee stock ownership plan or our employee stock purchase plan. The Committee determined that, over a period of five years from appointment, certain executives should accumulate and hold ordinary shares equal to specified multiples of base salary. The multiples of base salary required by the guidelines are as follows:Executive LevelStock Ownership Guidelines(as a multiple of salary)Chief Executive Officer6.0x base salaryExecutive Vice President and Chief Financial Officer3.0x base salarySenior Vice President, Human Resources; Senior Vice President and General Counsel2.5x base salaryOther key executives2.0x base salaryStock Ownership for the Currently-Serving Named Executive Officers as of December 31, 2015 Randall J. Hogan 641,437 31,770,375 7,360,356 Yes John L. Stauch 184,956 9,160,871 2,023,875 Yes Frederick S. Koury 100,548 4,980,142 1,203,188 Yes Angela D. Jilek 41,393 2,050,195 1,287,500 Yes Beth A. Wozniak 1,186 58,743 970,000 No(2) (1)The amounts in this column were calculated by multiplying the closing market price of our ordinary shares on December 31, 2015 (the last trading day of our most recently completed fiscal year) of $49.53 by the number of shares owned.(2)Newly hired officer on September 14, 2015.Equity Holding PolicyWe maintain an equity holding policy under which executive officers who are subject to our stock ownership guidelines are required to retain 100% of the net number of shares acquired under equity awards until the ownership guidelines are satisfied. This policy may be waived to the extent its application to any individual executive officer would cause undue hardship to the executive officer.Clawback PolicyWe maintain a clawback policy under which certain incentive compensation earned by our executive officers may be recouped if the executive officer’s fraud or intentional misconduct is a significant contributing factor to a restatement of financial results. The incentive compensation subject to this policy includes cash bonuses, cash performance units and equity-based awards subject to performance-based vesting conditions to the extent the compensation was paid, credited or earned during the year after the financial results were first disclosed. We intend to amend the policy as and when necessary to reflect applicable changes in law and stock exchange listing standards, including the requirements of the final regulations and listing standards expected to be issued pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.Policy Prohibiting Hedging and PledgingWe maintain a policy that prohibits our executive officers and directors from engaging in hedging or pledging transactions involving our ordinary shares or other Pentair securities.32Retirement and Other BenefitsEligible Named Executive Officers and other executives and employees participate in the Pentair, Inc. Pension Plan, the Pentair, Inc. Retirement Savings and Stock Incentive Plan (the "RSIP/ESOP Plan"), the Pentair, Inc. Supplemental Executive Retirement Plan and the Pentair, Inc. Restoration Plan. We also provide other benefits such as medical, dental and life insurance and disability coverage to employees, including the Named Executive Officers. We aim to provide employee and executive benefits at levels that reflect competitive market levels, and established such benefits at approximately the 50th percentile of similar benefits offered by our peers at the time our benefit programs were established. Descriptions of the Pentair, Inc. Pension Plan, the RSIP/ESOP Plan, the Pentair, Inc. Supplemental Executive Retirement Plan and the Pentair, Inc. Restoration Plan are below under “Executive Compensation – Pension Benefits.”Medical, Dental, Life Insurance and Disability CoverageEmployee benefits such as medical, dental, life insurance and disability coverage are available to all U.S.-based participants through our active employee plans. In addition to these benefits for active employees, we provide post-retirement medical, dental and life insurance coverage to certain retirees in accordance with the legacy company plans which applied at the time the employees were hired. We provide up to one and a half times annual salary (up to $1,000,000) in life insurance, and up to $15,000 per month in long-term disability coverage. The value of these benefits is not required to be included in the Summary Compensation Table since they are made available to all of our U.S. salaried employees.Other Paid Time-Off BenefitsWe also provide vacation and other paid holidays to all employees, including the Named Executive Officers, which we have determined to be comparable to those provided at other large companies.Deferred CompensationWe sponsor a non-qualified deferred compensation program, called the Sidekick Plan, for our U.S. executives within or above the pay grade that has a midpoint annual salary of $202,600 in 2015. This plan permits executives to defer up to 25% of their base salary and 75% of their annual cash incentive compensation. Executives also may defer receipt of restricted stock units or cash settled performance units. We normally make contributions to the Sidekick Plan on behalf of participants similar to our contributions under the RSIP/ESOP Plan with respect to each participant’s contributions from that portion of his or her income above the maximum imposed by Section 401(a)(17) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which was $265,000 in 2015, but below the Sidekick Plan’s compensation limit of $700,000.Participants in the Sidekick Plan are allowed to invest their account balances in a number of possible mutual fund investments. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for the Plan. We do not guarantee or subsidize any investment earnings under the Plan, and our ordinary shares are not a permitted investment choice under the Plan, although deferred restricted stock units are automatically invested in shares.Amounts deferred, if any, under the Sidekick Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns under “Executive Compensation-Summary Compensation Table.” Our contributions allocated to the Named Executive Officers under the Sidekick Plan are included in the “All Other Compensation” column under “Executive Compensation-Summary Compensation Table.”Perquisites and Other Personal BenefitsWe provide Named Executive Officers with a perquisite program (the “Flex Perq Program”) under which the Named Executive Officers receive a cash perquisite allowance in an amount that the Committee believes is customary, reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews market data provided by Aon Hewitt to assess the levels of perquisites provided to Named Executive Officers.For 2015, the total aggregate annual allowance under the Flex Perq Program was $50,000 for Mr. Hogan and $40,000 for all other executive officers (other than Ms. Wozniak, who received only $10,000 to reflect her partial year of service). In addition to the allowance provided under the Flex Perq Program, we paid for annual executive physicals for Mr. Hogan and Ms. Jilek, expenses related to the physical for Mr. Hogan and a fitness center reimbursement and holiday gifts for certain of our Named Executive Officers. The fitness center reimbursement is provided pursuant to a broad-based policy that applies generally to U.S. employees. During 2015, we permitted one instance of personal use of a chartered aircraft on a single flight by our Chief Executive Officer. The personal use did not result in any aggregate incremental cost to us.33The amounts of the annual allowance under the Flex Perq Program, the fitness center reimbursement and the holiday gifts are included in the “All Other Compensation” column under “Executive Compensation – Summary Compensation Table” and are set forth in more detail in footnote 5 to that table. No amounts are included in the “All Other Compensation” column relating to the personal use of the aircraft described above because the personal use did not result in any aggregate incremental cost to us.Severance and Change-in-Control BenefitsWe provide severance and change-in-control benefits to selected executives to provide for continuity of management upon a threatened or completed change in control. These benefits are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. We believe that the security that these benefits provide helps our key executives to remain focused on our on-going business and reduces the key executive’s concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and its shareholders due to the economic security afforded by these benefits. We currently provide only the following severance and change-in-control benefits to our executive officers:We have agreements with our key corporate executives and other key leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control or upon a covered termination following a change in control.The 2012 Plan provides that, upon a change in control, all options, restricted stock and restricted stock units that are unvested become fully vested; all cash performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and all annual incentive awards are paid based on full satisfaction of the performance goals (i.e., target). In addition, if an employee’s employment is involuntarily terminated for a reason other than cause, death or disability, or if an employee who is a Board-appointed corporate officer voluntarily terminates employment for good reason, then the employee’s outstanding awards under the 2012 Plan will be eligible for continued or accelerated vesting as described below under “Executive Compensation-Potential Payments Upon Termination Or Change In Control.”Upon certain types of terminations of employment (other than a termination following a change in control), severance benefits may be paid to the Named Executive Officers at the discretion of the Committee.We explain these benefits more fully below under “Executive Compensation-Potential Payments Upon Termination Or Change In Control.” In connection with his cessation of employment on March 1, 2016, Mr. Koury's outstanding awards under the 2012 Plan were eligible for continued or accelerated vesting and he received other severance benefits as described below under "Executive Compensation-Potential Payments Upon Termination Or Change In Control."Impact of Tax ConsiderationsSection 162(m) of the Code places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to each of our Chief Executive Officer and our three other most highly paid executive officers (other than our Chief Financial Officer). There is an exception to the $1,000,000 limitation for performance-based compensation meeting certain requirements, including periodic shareholder approval of the benefit plans under which we pay such performance-based compensation. Annual and long-term cash incentive compensation generally is performance-based compensation meeting those requirements and, as such, is fully deductible. The Committee included a performance hurdle on grants of restricted stock units in 2015 that requires our company to meet a specified goal for adjusted net income for any vesting to take place. This performance condition is intended to make the restricted stock units eligible to be treated as performance-based compensation. Stock options that we grant under the 2012 Plan are also treated as performance-based compensation. At the Annual General Meeting in 2013, our shareholders approved the performance goals under the 2012 Plan, making awards granted under the Plan eligible to be treated as performance-based compensation under Section 162(m) if the Committee elects to make the awards otherwise compliant with the applicable requirements of Section 162(m).The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Committee has not adopted a policy requiring all compensation to be deductible.34COMPENSATION COMMITTEE REPORTThe Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2015.THE COMPENSATION COMMITTEEDavid A. Jones, ChairJerry W. BurrisT. Michael GlennWilliam T. Monahan352013, 2014, 2015 and 2015.(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Year 2015 1,275,795 — 3,133,360 3,132,877 1,860,352 — 101,657 9,504,041 2014 1,226,726 — 3,130,377 3,130,873 3,639,624 3,595,207 113,895 14,836,702 2013 1,173,900 — 2,981,318 3,156,470 4,287,977 1,057,943 95,187 12,752,795 2015 674,625 — 800,027 799,883 416,000 67,883 81,408 2,839,826 2014 642,500 — 750,021 750,127 1,168,709 1,293,988 76,978 4,682,323 2013 566,250 — 666,686 705,834 1,242,580 163,044 80,688 3,425,082 2015 481,275 — 416,683 416,613 208,000 — 81,520 1,604,091 2014 465,000 — 400,031 400,061 675,960 850,891 66,186 2,858,129 2013 427,500 — 333,317 352,910 717,362 18,355 79,145 1,928,589 2015 515,000 — 366,673 366,614 208,000 74,630 82,884 1,613,801 2014 500,000 — 333,308 333,377 610,000 555,765 59,816 2,392,266 2013 452,750 — 333,317 352,910 638,680 70,095 72,237 1,919,989 2015 145,133 100,000 875,016 875,297 — — 11,972 2,007,418 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name and
Principal PositionYear Salary(1)
($)Bonus
($)Stock
Awards
($)(3)Option
Awards
($)(4)Non-Equity
Incentive Plan
Compensation
($)(1)(5)Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)(6)All Other
Compensation
($)(7)Total
Compensation
($)Randall J. Hogan 2016 1,275,795 - 6,666,696 3,329,901 2,877,513 1,256,952 176,636 15,583,493 Chairman and 2015 1,275,795 - 3,133,360 3,132,877 1,860,352 - 101,657 9,504,041 Chief Executive 2014 1,226,726 - 3,130,377 3,130,873 3,639,624 3,595,207 113,895 14,836,702 Officer John L. Stauch 2016 701,600 - 1,933,352 965,670 897,278 812,032 81,079 5,391,011 Executive Vice 2015 674,625 - 800,027 799,883 416,000 67,883 81,408 2,839,826 President and Chief 2014 642,500 - 750,021 750,127 1,168,709 1,293,988 76,978 4,682,323 Financial Officer Karen L. Keegans 2016 262,500 390,000 1,700,055 299,880 200,550 132,247 269,885 3,255,117 Senior Vice President and Chief Human Resources Officer(8) Karl R. Frykman 2016 485,000 - 666,660 332,988 640,169 247,218 67,814 2,439,849 President, Water Quality Systems(9) Dennis J. Cassidy, Jr. 2016 352,727 1,000,000 2,666,717 333,197 202,682 141,286 353,140 5,049,749 President, Valves & Controls(10) (1) Amounts shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns are not reduced by any deferrals under our nonqualified deferred compensation plans. (1)(2)Note the impact of the change from cash performance units to performance share units is detailed in the Alternative Summary Compensation Table – Double Counting on page 47. (3) The amounts in column (e) represent the aggregate grant date fair value, computed in accordance with Accounting Standards CodificationASC 718, (“ASC718”), of restricted stock units granted during each year. Assumptions used in the calculation of the amounts in column (e) are included in footnote 15 to our audited financial statements for the year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2016.of restricted stock units and performance share units granted during each year. The values attributable to the 2016 grants of restricted stock units were as follows: Mr. Hogan – $3,333,348; Mr. Stauch – $966,676; Ms. Keegans – $1,400,038; Mr. Frykman – $333,330; and Mr. Cassidy – $2,333,357. The values attributable to the 2016 grants of performance share units were based on the probable outcome of the performance conditions at the time of grant, and were as follows: Mr. Hogan – $3,333,348; Mr. Stauch – $966,676; Ms. Keegans – $300,017; Mr. Frykman – $333,330; and Mr. Cassidy – $333,360. The maximum values of the 2016 grants of performance share units at the time of grant assuming that the highest level of performance conditions are attained, are as follows: Mr. Hogan – $10,000,044; Mr. Stauch – $2,900,028; Ms. Keegans – $900,051; Mr. Frykman – $999,990; and Mr. Cassidy – $1,000,080. Additional assumptions used in the calculation of the amounts in column (e) are included in footnote 15 to our audited financial statements for the year ended December 31, 2016 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2017. The grant to Ms. Keegans represents a new hire grant to address forfeitures related to her prior employment. (2)(4)The amounts in column (f) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during each year. Assumptions used in the calculation of these amounts are included in footnote 15 to our audited financial statements for the year December 31, 20152016 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2016.21, 2017. (3)(5)20152016 reflect cash awards to the named individuals pursuant to awards under the MIP in 2015,2016, which were determined by the Compensation Committee at its February 22, 201620, 2017 meeting and, to the extent not deferred by the executive, paid shortly thereafter, as well as payments to the named individuals pursuant to cash settled performance units granted in 20132014 that vested in 2015.2016. The amounts paid pursuant topursuantto awards under the MIP were as follows: Mr. Hogan – $0;$1,929,002; Mr. Stauch – $0;$670,028; Ms. Keegans – $200,550; Mr. KouryFrykman – $0;$584,619; and Ms. JilekMr. Cassidy – $0. The$202,682.The amounts paid pursuant to cash settled performance units earned at the end of a three-year performance period from 2013-20152014-2016 were as follows: Mr. Hogan –$1,860,352;– $948,511; Mr. Stauch –$416,000;– $227,250; and Mr. KouryFrykman – $208,000; and$55,550. Neither Ms. Jilek – $208,000. Ms. Wozniak did not participate in the MIP or receiveKeegans nor Mr. Cassidy received any payments pursuant to cash settled performance units in 2016. The amounts in column (g) with respect to 2015 reflect that no MIP awards were paid for 2015.(4)(6)The amounts in column (h) reflect the increase in the actuarial present value of the Named Executive Officer’s accumulated benefits under all of our pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. The actual present value of such accumulated benefits for Messrs. Hogan and Koury decreased by ($169,653) and ($4,301), respectively, in 2015. In accordance with regulations of the Securities and Exchange Commission, these negative amounts are not reflected in the sums reported in column (h).(5)(7)The table below shows the components of column (i) for 2015,2016, which include perquisites and other personal benefits; and the Company contributions under the Sidekick Plan, RSIP/ESOP Plan and the Employee Stock Purchase Plan:(A) (B) (C) (D) Name Perquisites under the
Flex Perq Program
($)(a) Other Perquisites and
Personal Benefits
($)(b) Contributions under
Defined Contribution
Plans
($)(c) Matches under the
Employee Stock
Purchase Plan
($) Mr. Hogan 50,000 87,661 38,975 - Mr. Stauch 40,000 304 38,975 1,800 Ms. Keegans 20,000 244,703 5,182 - Mr. Frykman 40,000 - 27,814 - Mr. Cassidy 30,000 315,824 7,316 - 36 (A) (B) (C) (D) Name Mr. Hogan 50,000 12,582 39,075 — Mr. Stauch 40,000 533 39,075 1,800 Mr. Koury 40,000 195 39,075 2,250 Ms. Jilek 40,000 3,809 39,075 — Ms. Wozniak 10,000 305 1,667 — (a) The amount shown in column (A) for each individual reflects amounts paid to or for the benefit of each Named Executive Officer under the Flex Perq Program, which is designed to provide corporate officers and other key executives with an expense allowance for certain personal and business-related benefits. (b) The amounts shown in column (B) consist of the cost of annual executive physicals forsecurity benefits and a related tax-gross up provided to Mr. Hogan (the gross-up was in the amount of $40,823), relocation assistance in the amount of $221,185 and a related tax gross up provided to Ms. Jilek,Keegans (the gross-up was in the costsamount of travel, food and lodging related$23,518), expatriate benefits in the amount of $315,824 provided to the physical for Mr. Hogan, holiday gifts for Mr. Stauch, Ms. Jilek and Ms. Wozniak,Cassidy and a fitness center reimbursement for Messrs. Stauch and Koury and Ms.WozniakMr. Stauch. The fitness center reimbursement was provided pursuant to a broad-based policy that applies generally to U.S. employees. No amounts are included in column (B) relating to personal use of a chartered aircraft on a single flight by Mr. Hogan because the personal use did not result in any aggregate incremental cost to us.(c) The amount shown in column (C) for each individual reflects amounts contributed by us to the RSIP/ESOP Plan and the Sidekick Plan during 2015.2016. In the case of the Sidekick Plan, the amounts contributed by us during 20152016 relate to salary deferrals in 2014.2015. (6)(8)Mr. Koury's employment ceasedMs. Keegans joined our company on MarchJune 1, 2016.(7)Ms. Wozniak became President of our Flow & Filtration Solutions business segment in September 2015. The amount shown in the "Bonus"“Bonus” column reflects the signing bonussign-on award Ms. WozniakKeegans received in connection with her commencement of employment to address forfeitures related to her prior employment.(9) Because Mr. Frykman has not previously been a named executive officer of our company, the Summary Compensation Table includes only one year of his compensation in accordance with applicable Securities and Exchange Commission regulations. (10) Mr. Cassidy joined our company on April 11, 2016. The amount shown in the “Bonus” column reflects the sign-on award Mr. Cassidy received in connection with his commencement of employment to address forfeitures and changes in the compensation mix related to his prior employment, of which $500,000 was paid during 2016 and $500,000 was paid in 2017. In connection with Mr. Cassidy’s assignment to Switzerland during a portion of 2016, payment of certain compensation was made to him in Swiss Francs (CHF). Amounts shown in table represent the CHF salary translated to U.S. dollars at the exchange rate on the respective dates of payment, except for the tax equalization amount, which was converted at a December 31, 2016 rate of 1.0284 CHF per U.S. dollar. Alternative Summary Compensation Table Double Counting (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name and
Principal Position Year Salary
($) Bonus
($) Stock
Awards
($)(1) Option
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($)(3) Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)(4) All Other
Compensation
($) Total
Compensation
($)Randall J. Hogan 2016 1,275,795 - 3,333,348 3,329,901 2,877,513 1,256,952 176,636 12,250,145 Chairman and Chief Executive Officer (1) The amount in column (e) represents the aggregate grant date fair value, computed in accordance with Accounting Standards Codification 718 (“ASC 718”), of restricted stock units granted during the year. For purposes of this “Alternate Summary Compensation,” the performance share units granted during the yearare not included; the value of those units are included in the “Summary Compensation Table” on page 46. (2) The amount in column (f) represents the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during the year. (3) The amount in column (g) reflects the cash award pursuant to awards under the MIP in 2016, which were determined by the Compensation Committee at its February 20, 2017 meeting and, to the extent not deferred by the executive, paid shortly thereafter, as well as payments pursuant to cash settled performance units granted in 2014 that vested in 2016. (4) The amount in column (h) reflects the increase in the actuarial present value of the Named Executive Officer’s accumulated benefits under all of our pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. 3720152016Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(2)Estimated Future Payouts
Under Equity Incentive Plan
Awards(3)(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) Name Grant Date Compensation
Committee
Approval
Date(1)Threshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4)All Other
Option Awards:
Number of
Securities
Underlying
Options
(#)(5)Exercise or
Base Price
of Option
Awards
($/sh)Grant Date
Fair Value
of Stock
and Option
Awards
($)(6)Randall J. Hogan 1/4/2016 12/7/2015 33,821 67,641 202,923 3,333,348 1/4/2016 12/7/2015 67,641 3,333,348 1/4/2016 12/7/2015 2,029 49.28 20,779 1/4/2016 12/7/2015 323,123 49.28 3,309,122 1,020,636 2,041,272 4,899,053 John L. Stauch 1/4/2016 12/7/2015 9,808 19,616 58,848 966,676 1/4/2016 12/7/2015 19,616 966,676 1/4/2016 12/7/2015 2,029 49.28 20,779 1/4/2016 12/7/2015 92,265 49.28 944,891 350,800 701,600 1,683,840 Karen L. Keegans 6/15/2016 5/9/2016 2,509 5,017 15,051 300,017 6/15/2016 5/9/2016 5,017 300,017 6/15/2016 5/9/2016 18,395 1,100,021 6/15/2016 5/9/2016 5,016 59.80 58,588 6/15/2016 5/9/2016 20,658 59.80 241,292 180,000 360,000 864,000 Karl R. Frykman 1/4/2016 12/7/2015 3,382 6,764 20,292 333,330 1/4/2016 12/7/2015 6,764 333,330 1/4/2016 12/7/2015 2,029 49.28 20,779 1/4/2016 12/7/2015 30,486 49.28 312,209 169,750 339,500 814,800 Dennis J. Cassidy, Jr. 4/15/2016 2/22/2016 3,025 6,049 18,147 333,360 4/15/2016 2/22/2016 6,049 333,360 4/15/2016 2/22/2016 36,291 1,999,997 4/15/2016 2/22/2016 5,442 55.11 58,579 4/15/2016 2/22/2016 25,512 55.11 274,618 169,750 339,500 848,750 Estimated Future Payouts Under Non- Equity Incentive Plan Awards (2) (3) Estimated Future Payouts Under Equity Incentive Plan Awards (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) Name Grant Date Compen-sation Committee Approval Date (1) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) All Other Stock Awards: Number of Shares of Stock or Units (#) (4) All Other Option Awards: Number of Securities Underlying Options (#) (5) Exercise or Base Price of Option Awards ($/sh) Grant Date Fair Value of Stock and Option Awards ($) (6) Randall J. Hogan 01/02/2015 12/8/2014 46,991 3,133,360 01/02/2015 12/8/2014 186,786 66.68 3,132,877 01/02/2015 12/8/2014 1,566,667 3,133,334 6,266,668 1,530,954 2,041,272 4,082,544 John L. Stauch 01/02/2015 12/8/2014 11,998 800,027 01/02/2015 12/8/2014 47,690 66.68 799,883 01/02/2015 12/8/2014 400,000 800,000 1,600,000 505,969 674,625 1,349,250 Frederick S. Koury 01/02/2015 12/8/2014 6,249 416,683 01/02/2015 12/8/2014 24,839 66.68 416,613 01/02/2015 12/8/2014 208,334 416,667 833,334 288,765 385,020 770,040 Angela D. Jilek 01/02/2015 12/8/2014 5,499 366,673 01/02/2015 12/8/2014 21,858 66.68 366,614 01/02/2015 12/8/2014 183,334 366,667 733,334 309,000 412,000 824,000 Beth A. Wozniak 09/15/2015 9/6/2015 16,192 875,016 09/15/2015 9/6/2015 65,443 54.04 875,297 (1) The Compensation Committee’s practices for granting options and restricted stock units, including the timing of all grants and approvals therefor,therefore, are described under “Compensation Discussion and Analysis – 20152016 Long-Term Incentive Compensation.”(2) The amounts shown in column (d) to which no grant date applies reflect the total of the threshold payment levels for each element under our MIP. This amount is 75% of the target amounts shown in column (e). The amounts shown in column (f) are 200% of such target amounts. These amounts are based on the individual’s actual salary paid for 2015 and current position..(3)The amounts shown in column (d) as having been granted on January 2, 2015, reflect the total of the threshold payment levels for awards of cash settled performance units granted in 2015 under the 2012 Plan, which are 50% of the target amounts shown in column (e). The amounts shown in column (f) are 200%240% of such target amounts for each Named Executive Officer other than Mr. Cassidy, and 250% of such target amount for Mr. Cassidy. These amounts are based on the individual’s actual salary paid for 2016 and current position. For Ms. Keegans, who did not join our company until mid-year in 2016, the amounts shown in the table are based on full-year salary; the amount actually earned was pro rated to reflect her partial year of service.(3) The amounts shown in column (h) as having been granted on January 4, 2016, reflect the total of the threshold payment levels for the awards of share settled performance units granted in 2016 under the Pentair plc 2012 Stock and Incentive Plan which is 50% of the target amounts shown in column (i). The amounts shown in column (j) are 300% of such target amounts. These amounts are based on the individual’s current salary and position. Any amounts payable with respect to performance units would be paid in March 2018,2019, based on cumulative Company performance for the period 20152016 to 2017.2018. (4) The amounts shown in column (j) reflect the number of restricted stock units granted to each Named Executive Officer in 2015.2016. (5) The amounts shown in column (k) reflect the number of options to purchase ordinary shares granted to each Named Executive Officer in 2015.2016. (6) The amounts shown in column (m) reflect the grant date fair value of the awards of restricted stock units, performance share units and stock options computed in accordance with ASC 718. 3820152016 Option Awards Stock Awards Name Number of
securities
underlying
unexercised
options (#)
Exercisable Number of
securities
underlying
unexercised
options (#)
Unexercisable Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned
options
(#) Option
exercise
price
($)(1) Option
expiration
date Number
of shares
of stock
or units
that have
not been
vested
(#)(2) Market
value of
shares of
stock or
units that
have not
vested
($)(3) Equity
incentive
plan
awards:
Number of
unearned
shares
that have
not vested
(#)(4) Equity
incentive
plan
awards:
Market
or payout
value of
unearned
shares
that have
not vested
($)(5)Randall J. Hogan 137,913 7,732,782 67,641 3,792,631 330,325 - 34.18 1/2/2018 305,253 - 24.78 1/2/2019 362,572 - 33.38 1/4/2020 171,324 - 36.98 1/3/2021 193,777 - 34.12 1/3/2022 198,831 - 50.61 1/2/2023 27,282 - 52.69 3/15/2023 91,052 45,527 (5) 76.87 1/2/2024 62,262 124,524 (6) 66.68 1/2/2025 325,152 (7) 49.28 1/4/2026 John L. Stauch 37,455 2,100,102 19,616 1,099,869 59,220 - 33.38 1/4/2020 54,890 - 36.98 1/3/2021 60,953 - 34.12 1/3/2022 50,813 - 50.61 1/2/2023 21,815 10,908 (5) 76.87 1/2/2024 15,896 31,794 (6) 66.68 1/2/2025 94,294 (7) 49.28 1/4/2026 Karen L. Keegans 23,412 1,312,711 5,017 281,303 25,674 (8) 59.80 6/15/2026 Karl R. Frykman 11,078 621,143 6,764 379,257 18,771 - 32.40 3/3/2018 15,422 - 19.13 3/3/2019 19,444 - 34.23 3/2/2020 11,773 - 36.53 3/2/2021 11,571 - 38.63 3/1/2022 9,146 - 50.61 1/2/2023 5,332 2,667 (5) 76.87 1/2/2024 4,636 9,274 (6) 66.68 1/2/2025 32,515 (7) 49.28 1/4/2026 Dennis J. Cassidy, Jr. 42,340 2,374,004 6,049 339,167 30,954 (9) 55.11 4/15/2026 Option Awards Stock Awards Name Number of securities underlying unexercised options (#) Exercisable Number of securities underlying unexercised options (#) Unexercisable Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option expiration date Equity incentive plan awards: Number of unearned shares that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares that have not vested ($) Randall J. Hogan 227,962 11,290,958 316,448 — 30.05 1/3/2017 330,325 — 34.18 1/2/2018 305,253 — 24.78 1/2/2019 362,572 — 33.38 1/4/2020 171,324 — 36.98 1/3/2021 193,777 — 34.12 1/3/2022 132,554 66,277 (4) 50.61 1/2/2023 18,188 9,094 (5) 52.69 3/15/2023 45,526 91,053 (6) 76.87 1/2/2024 — 186,786 (7) 66.68 1/2/2025 62,520 3,096,616 112,500 — 34.18 1/2/2018 59,220 — 33.38 1/4/2020 54,890 — 36.98 1/3/2021 60,953 — 34.12 1/3/2022 33,875 16,938 (4) 50.61 1/2/2023 10,907 21,816 (6) 76.87 1/2/2024 — 47,690 (7) 66.68 1/2/2025 Frederick S. Koury 33,378 1,653,212 68,642 — 33.38 1/4/2020 31,603 — 36.98 1/3/2021 36,026 — 34.12 1/3/2022 16,937 8,469 (4) 50.61 1/2/2023 5,817 11,635 (6) 76.87 1/2/2024 — 24,839 (7) 66.68 1/2/2025 Angela D. Jilek 29,067 1,439,689 2,799 — 32.40 3/3/2018 4,815 — 19.13 3/3/2019 12,763 — 34.23 3/2/2020 12,812 — 36.98 1/3/2021 18,586 — 34.12 1/3/2022 16,311 8,330 (4) 50.61 1/2/2023 4,847 9,696 (6) 76.87 1/2/2024 — 21,858 (7) 66.68 1/2/2025 Beth A. Wozniak 16,192 801,990 — 65,443 (8) 54.04 9/15/2025 39(1) The exercise price for all stock option grants is the fair market value of our ordinary shares on the date of grant. (2) For the restricted stock unit awards granted prior to 2014, the restrictions with respect to half of the shares will lapse on the third anniversary of the grant date and the restrictions on the remaining half of the shares will lapse on the fourth anniversary of the grant date. For the 2015other awards of restricted stock units, the restrictions with respect to one-third of the shares will lapse on the first, second, and third anniversaries of the grant date, except fordate. The grant dates of the award of restricted stock units to Ms. Wozniak in 2015, which vests in full on the fourth anniversaryunit awards are as follows:Name Grant Date Number of the grant date.Restricted
Stock UnitsMr. Hogan 1/2/2013 24,569 3/12/2013 3,537 1/2/2014 13,575 1/2/2015 31,328 1/4/2016 64,904 Mr. Stauch 1/2/2013 6,587 1/2/2014 3,253 1/2/2015 7,999 1/2/2016 19,616 Ms. Keegans 6/15/2016 5,017 6/15/2016 18,395 Mr. Frykman 1/2/2013 1,186 1/2/2014 795 1/2/2015 2,333 1/4/2016 6,764 Mr. Cassidy 4/15/2016 6,049 4/15/2016 36,291 (3) The amounts in this column were calculated by multiplying the closing market price of our ordinary shares on December 31, 2015 (thethe last trading day of our most recently completed fiscal year)year of $49.53$56.07 by the number of unvested restricted stock units.(4) One-thirdThe number of these options will vestperformance share units shown in this column reflects the target performance level for the 2016 awards, in accordance with SEC regulations requiring that the number of units be based on each ofachieving threshold performance goals or, if the first, second and third anniversaries ofprevious fiscal year’s performance has exceeded the grant date, January 2, 2013.threshold, the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance. (5) One-third of these options will vest on each of the first, second and third anniversaries of the grant date, March 15, 2013.January 2, 2014. (6) One-third of these options will vest on each of the first, second and third anniversaries of the grant date, January 2, 2014.2015. (7) One-third of these options will vest on each of the first, second and third anniversaries of the grant date, January 2, 2015.4, 2016. (8) 100%One-third of these options will vest on each of the fourth anniversaryfirst, second and third anniversaries of the grant date, SeptemberJune 15, 2015.2016.(9) One-third of these options will vest on each of the first, second and third anniversaries of the grant date, April 15, 2016. 4020152016 OPTION EXERCISES AND STOCK VESTED TABLE20152016 and the restricted stock or restricted stock units vested for the Named Executive Officers during 2015.Name Option awards Stock awards Randall J. Hogan — — 129,686 7,459,987 John L. Stauch — — 41,628 2,383,792 Frederick S. Koury — — 25,402 1,450,838 Angela D. Jilek — — 17,665 995,856 Beth A. Wozniak — — — — Option awards Stock awards Name Number of
shares
acquired on
exercise (#) Value
realized on
exercise
($)(1) Number of
shares
acquired on
vesting (#) Value
realized on
vesting
($)(2)Randall J. Hogan 316,448 10,049,715 157,690 8,810,184 John L. Stauch 112,500 3,500,934 44,681 2,519,148 Karen L. Keegans - - Karl R. Frykman 15,900 373,719 6,760 383,729 Dennis J. Cassidy, Jr. - - - - (1) Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of our ordinary shares on the exercise date and the exercise price of options. (2) Reflects the amount calculated by multiplying the number of shares vested by the market price of our ordinary shares on the vesting date. 20152016 PENSION BENEFITS20152016 for each of the Named Executive Officers under the Pentair, Inc. Pension Plan, the Pentair, Inc. Supplemental Executive Retirement Plan and the Pentair, Inc. RestorationInc.Restoration Plan, which are described in detail under “Compensation Discussion and Analysis – Retirement and Other Benefits.”following the table below. The disclosed amounts are actuarial estimates only and do not necessarily reflect the actual amounts that will be paid to the Named Executive Officers, which will only be known at the time that they become eligible for payment.Name Plan name Number of
years
credited
service (#) Present value
of accumulated
benefit ($)(1) Payments
during last
fiscal year
($)Randall J. Hogan Pentair, Inc. Pension Plan 19 750,963 - Pentair, Inc. Supplemental Executive Retirement Plan 19 20,356,269 - John L. Stauch Pentair, Inc. Pension Plan 10 270,294 - Pentair, Inc. Supplemental Executive Retirement Plan 10 4,709,825 - Karen L. Keegans Pentair, Inc. Pension Plan N/A N/A - Pentair, Inc. Supplemental Executive Retirement Plan 1 132,247 - Karl R. Frykman Pentair, Inc. Pension Plan N/A N/A - Pentair, Inc. Supplemental Executive Retirement Plan 3 1,049,211 - Dennis J. Cassidy, Jr. Pentair, Inc. Pension Plan N/A N/A - Pentair, Inc. Supplemental Executive Retirement Plan 1 141,286 - Name Plan name Randall J. Hogan Pentair, Inc. Pension Plan 18 660,215 — Pentair, Inc. Supplemental Executive Retirement Plan 18 19,190,065 — John L. Stauch Pentair, Inc. Pension Plan 9 221,550 — Pentair, Inc. Supplemental Executive Retirement Plan 9 3,946,537 — Frederick S. Koury Pentair, Inc. Pension Plan 12 352,669 — Pentair, Inc. Supplemental Executive Retirement Plan 12 3,188,025 — Angela D. Jilek Pentair, Inc. Pension Plan 13 289,336 — Pentair, Inc. Supplemental Executive Retirement Plan 6 1,322,651 — Beth A. Wozniak Pentair, Inc. Pension Plan N/A N/A — Pentair, Inc. Supplemental Executive Retirement Plan — — — (1) The Supplemental Executive Retirement Plan benefits, which include amounts under the Restoration Plan, are payable following retirement at age 55 or later in the form of an annuity. The actuarial present values above were calculated using the following methods and assumptions: •The Pension Plan present values were based on the accrued benefit payable at age 65 and were calculated as of December 31, 2015.•Present values for the Pension Plan are based on a life-only annuity. Present values for the Supplemental Executive Retirement Plan are based on a 180-month-certain only annuity.•The present value of Pension Plan benefits as of December 31, 2015 was calculated assuming a 4.28% interest rate and the MRP2007 male and female generational mortality (no collar adjustments) with improvement scale MMP2007 for post-retirement decrements with no pre-retirement mortality used.•The present value of Supplemental Executive Retirement Plan benefits as of December 31, 2015 was calculated assuming a 3.85% interest rate.► The Pension Plan present values were based on the accrued benefit payable at age 65 and were calculated as of December 31, 2016. ► Present values for the Pension Plan are based on a life-only annuity. Present values for the Supplemental Executive Retirement Plan are based on a 180-month-certain only annuity. ► The present value of Pension Plan benefits as of December 31, 2016 was calculated assuming a 4.11% interest rate and the MRP2007 male and female generational mortality (no collar adjustments) with improvement scale MMP2007 for post-retirement decrements with no pre-retirement mortality used. ► The present value of Supplemental Executive Retirement Plan benefits as of December 31, 2016 was calculated assuming a 3.55% interest rate. 41asfrom those described below.The Pentair, Inc. Pension PlanThe Pentair, Inc. Pension Plan Wozniak.Keegans, Mr. Frykman and Mr. Cassidy. Participation in the Pension Plan is restricted to those Named Executive Officers and other employees who were hired on or before December 31, 2007. Benefits under the Pension Plan are based upon an employee’s years of service and highest average earnings in any five-year period during the ten-year period preceding the employee’s retirement (or, in the case of an employee with more than five years but less than ten years of service, during any five-year period preceding the employee’s retirement). No additional benefits may be earned underearnedunder the Pension Plan after December 31, 2017. Benefits under the Pension Plan are payable after retirement in the form of an annuity.Compensation-SummaryCompensation Tables-Summary Compensation Table” and 20152016 incentive compensation paid under the MIP in March 20162017 set forth in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation-SummaryCompensation Tables-Summary Compensation Table.” The amount of annual earnings that may be considered in calculating benefits under the Pension Plan is limited by law. For 2015,2016, the annual limitation was $265,000.participant'sparticipant’s years of service multiplied by the sum of:1.0% of the participant’s highest final average earnings; and0.5% of such earnings in excess of Primary Social Security compensation.► 1.0% of the participant’s highest final average earnings; and ► 0.5% of such earnings in excess of Primary Social Security compensation. The Pentair Supplemental Executive Retirement and Restoration PlanThe Pentair, Inc. Supplemental Executive Retirement and Restoration Plan JilekKeegans, Mr. Cassidy and Ms. WozniakMr. Frykman participates in the Restoration Plan. All Named Executive Officers other than Ms. WozniakKeegans, Mr. Cassidy and Mr. Frykman are fully vested in these Plans.Benefits vested as of December 31, 2004, are payable after retirement in the form of either a 15-year certain annuity or, at the participant’s option, a 100% joint and survivor annuity. Benefits earned after December 31, 2004, are payable after retirement in the form of a 15-year certain annuity. Compensation covered by the SERP and the Restoration Plan for the Named Executive Officers equals the amounts set forth in the “Salary” column under “Executive Compensation-SummaryCompensation Tables-Summary Compensation Table” and 20152016 incentive compensation paid under the MIP in March 20162017 set forth in the “Non-Equity Incentive Plan Compensation” column under “Executive Compensation-SummaryCompensation Tables-Summary Compensation Table.”final average compensation as defined above; multiplied bybenefit service percentage, which equals 15% multiplied by years of benefit service.► final average compensation as defined above; multiplied by ► benefit service percentage, which equals 15% multiplied by years of benefit service. Section 401(a)(17), which was $265,000 in 2015.2016. The Restoration Plan is designed to provide retirement benefits based on compensation earned by participants in excess of this annual limitation. The only participants in the Restoration Plan are those executive officers and other selected key leaders who participate in the SERP and who otherwise qualify for participation in the Restoration Plan. Restoration Plan benefits are combined and administered with those payable under the SERP and are paid in the same manner and at the same time.42► final average compensation as defined above, less compensation below the annual limitation amount in each year; multiplied by earned benefit service percentage (which is weighted based on age at the time of service), in accordance with the following table:► earned benefit service percentage (which is weighted based on age at the time of service), in accordance with the following table: Service Age Percentage Under 25 4% 25-34 5.5% 35-44 7% 45-54 9% 55 or over 12% Compensation-PensionCompensation Tables-Pension Benefits.”The Pentair, Inc. Retirement Savings and Stock Incentive Plan Retirement Savings and Stock Incentive PlanThe PentairInc. Retirement Savings and Stock Incentive Plan (“RSIP/ESOP Plan”) is a tax-qualified 401(k) retirement savings plan, with a companion Employee Stock Ownership Plan (“ESOP”) component. Participating employees may contribute up to 50% of base salary and incentive compensation on a before-tax basis and 15% of compensation on an after-tax basis, into their 401(k) plan (“RSIP”). We normally match an amount equalamountequal to one dollar for each dollar contributed to the RSIP by participating employees on the first 1%, and 50 cents for each dollar contributed to the RSIP by participating employees on the next 5%, of their regular earnings to incent employees to make contributions to our retirement plan. In addition, after the first year of employment, we contribute to the ESOP an amount equal to 1 1/21½% of cash compensation (salary and Section 401(a)(17), which was $265,000 in 2015.Compensation-SummaryCompensation Tables-Summary Compensation Table.” Amounts contributed by us to the RSIP/ESOP Plan for the Named Executive Officers are included in the “All Other Compensation” column under “Executive Compensation-SummaryCompensation Tables-Summary Compensation Table.” Matching contributions are generally made a year in arrears.20152016 year-end balances for each of the Named Executive Officers under our Sidekick Plan described under “Compensation Discussion and Analysis – Retirement and Other Benefits – Deferred Compensation.” Contributions we make to the Sidekick Plan are intended to make up for contributions to our RSIP/ESOP Plan (including our matching contributions) for cash compensation above the maximum imposed by the Code, Section 401(a)(17), which was $265,000 in 2015. Because the2016. Becausethe Code does not permit contributions on amounts in excess of that limit under a tax-qualified plan, the Sidekick Plan is designed to permit matching contributions on compensation in excess of the maximum imposed by Code Section 401(a)(17).the Code. We make these matching contributions to the Sidekick Plan on amounts in excess of the maximum imposed by the Code, Section 401(a)(17), but below the $700,000 compensation limit contained in our Sidekick Plan (such contributions by a Named Executive Officer, “Covered Sidekick Compensation”).Name Executive
Contributions
in 2016
($) Registrant
Contributions
in 2016
($) Aggregate
Earnings/(Loss)
in 2016
($) Aggregate
Withdrawals/
Distributions
in 2016
($) Aggregate
Balance at
December 31,
2016
($)
(1)Randall J. Hogan 187,098 21,750 642,209 (463,789 ) 5,672,558 John L. Stauch 221,787 21,750 542,563 - 4,798,936 Karen L. Keegans 14,700 - 247 - 14,947 Karl R. Frykman - 10,589 5,575 - 44,326 Dennis J. Cassidy, Jr. 18,175 - 896 - 19,071 43Name Randall J. Hogan 25,453 22,000 (966,417 ) (583,773 ) 5,285,290 John L. Stauch 476,382 22,000 (698,078 ) (302,993 ) 4,012,835 Frederick S. Koury 60,626 22,000 (18,389 ) (64,324 ) 513,365 Angela D. Jilek — 22,000 (58,047 ) (38,710 ) 404,180 Beth A. Wozniak 20,208 — (434 ) — 19,775 (1) Amounts deferred under the Sidekick Plan that have also been reported in the Summary Compensation Table since 2006 for each Named Executive Officer are: Mr. Hogan — $5,257,836;$5,466,684; Mr. Stauch — $4,533,323;$4,776,860; Ms. Keegans — $14,700; Mr. KouryFrykman — $595,167; Ms. Jilek$10,589; Mr. Cassidy — $552,989; Ms. Wozniak — $20,208.$18,175. To the extent the amounts in this column are less than the amounts that have also been reported in the Summary Compensation Table since 2006, the difference is due to losses, withdrawals or distributions.2015”2016” reflect the amount of cash compensation each Named Executive Officer deferred in 20152016 under the Sidekick Plan.2015”2016” are the totals of contributions we made in 20152016 under the Sidekick Plan for the account of each Named Executive Officer. These amounts, in addition to contributions we made under the RSIP/ESOP Plan, are included in the “Summarythe“Summary Compensation Table” in the column labeled “All Other Compensation” above. The contributions we made are derived from some or all of the following sources:► Matching contributions equal to one dollar for each dollar contributed up to 1% of Covered Sidekick Compensation, and 50 cents for each incremental dollar contributed on the next 5%, deferred in 2015 by each Named Executive Officer; we normally make these contributions one year in arrears. ► •1 1/21½% of Covered Sidekick Compensation earned in 20142015 for each Named Executive Officer; we normally make these contributions one year in arrears.2015”2016” reflect the amount of investment earnings realized by each Named Executive Officer on the investments chosen that are offered to participants in our RSIP/ESOP Plan and Sidekick Plan. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for these plans. We do not guarantee or subsidize any investment earnings in either Plan.20152016 are set forth in the column “Aggregate Withdrawals/Distributions in 2015.2016.”44upon terminationupontermination of their employment; any such payments or benefits (other than following a change in control) would be at the discretion of the Compensation Committee.Change in Control AgreementsChange in Control Agreements previously entered into agreements with certain key corporate executives and business division leaders, including all Named Executive Officers, that provide for contingent benefits upon a change in control. These agreements are intended to provide for continuity of management upon a completed or threatened change in control. The agreements provide that covered executive officers could be entitled to certain severance or other benefits following a change in control. If, following such a change in control, the executive officer is involuntarily terminated, other than for disability or for cause, or if such executive officer terminates his or her employment for conditions that constitute good reason, then the executive officer is entitled to certain severance payments.the term “cause” means:engaging in intentional conduct that causes us demonstrable and serious financial injury;conviction of a felony; orcontinuing willful and unreasonable refusal by an officer to perform his or her duties or responsibilities.► engaging in intentional conduct that causes us demonstrable and serious financial injury; ► conviction of a felony; or ► continuing willful and unreasonable refusal by an officer to perform his or her duties or responsibilities. the term “good reason” means:► a breach of the agreement by us; ► any reduction in an officer’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits; ► an officer’s removal from, or any failure to reelect or reappoint him or her to serve in, any of the positions held with us on the date of the change in control or any other positions to which he or she is thereafter elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to our termination of an officer’s employment for cause or by reason of disability; ► a good faith determination by an officer that there has been a material adverse change in his or her working conditions or status relative to the most favorable working conditions or status in effect during the 180-day period prior to the change in control, or, to the extent more favorable to him or her, those in effect at any time while employed after the change in control, including a significant change in the nature or scope of his or her authority, powers, functions, duties or responsibilities or a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that we remedy within 10 days after receipt of notice; ► relocation of an officer’s principal place of employment to a location more than 50 miles from his or her principal place of employment on the date 180 days prior to the change in control; ► imposition of a requirement that an officer travel on business 20% in excess of the average number of days per month he or she was required to travel during the 180-day period prior to the change in control; ► our failure to cause a successor to assume an officer’s agreement; or ► only in the case of the Chief Executive Officer, a voluntary termination for any reason within 30 days following the first anniversary of any change in control. any reduction in an officer’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits;an officer’s removal from, or any failure to reelect or reappoint him or her to serve in, any of the positions held with us on the date of the change in control or any other positions to which he or she is thereafter elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to our termination of an officer’s employment for cause or by reason of disability;a good faith determination by an officer that there has been a material adverse change in his or her working conditions or status relative to the most favorable working conditions or status in effect during the 180-day period prior to the change in control, or, to the extent more favorable to him or her, those in effect at any time while employed after the change in control, including but not limited to a significant change in the nature or scope of his or her authority, powers, functions, duties or responsibilities or a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that we remedy within 10 days after receipt of notice thereof;relocation of an officer’s principal place of employment to a location more than 50 miles from his or her principal place of employment on the date 180 days prior to the change in control;imposition of a requirement that an officer travel on business 20% in excess of the average number of days per month he or she was required to travel during the 180-day period prior to the change in control;our failure to cause a successor to assume an officer’s agreement; oronly in the case of the Chief Executive Officer, a voluntary termination for any reason within 30 days following the first anniversary of any change in control.any person is or becomes the beneficial owner of securities representing 20% (or 30% in the cases of Mr. Stauch, Ms. Jilek and Ms. Wozniak) or more of our outstanding ordinary shares or combined voting power;a majority of the Board changes in a manner that has not been approved by at least two-thirds of the incumbent directors or successor directors nominated by at least two-thirds of the incumbent directors;we consummate a merger, consolidation or share exchange with any other entity (or the issuance of voting securities in connection with a merger, consolidation or share exchange) which our shareholders have approved and in which our shareholders control less than 50% of combined voting power after the merger, consolidation or share exchange; orwe consummate a plan of complete liquidation or dissolution or an agreement for the sale or disposition of all or substantially all of our assets which our shareholders have approved.► any person is or becomes the beneficial owner of securities representing 30% (or 20% in the case of Mr. Hogan) or more of our outstanding ordinary shares or combined voting power; ► a majority of the Board changes in a manner that has not been approved by at least two-thirds of the incumbent directors or successor directors nominated by at least two-thirds of the incumbent directors; ► we consummate a merger, consolidation or share exchange with any other entity (or the issuance of voting securities in connection with a merger, consolidation or share exchange) which our shareholders have approved and in which our shareholders control less than 50% of combined voting power after the merger, consolidation or share exchange; or ► we consummate a plan of complete liquidation or dissolution or an agreement for the sale or disposition of all or substantially all of our assets which our shareholders have approved. upon any change in control:45incentive compensation awards for the year in question to be paid at target;for Named Executive Officers other than Ms. Wozniak, immediate vesting of all unvested stock options and termination of all restrictions on restricted stock awards;for Named Executive Officers other than Ms. Wozniak, cash settled performance awards to be paid at one-third of target if the award cycle has been in effect less than 12 months, at two-thirds of the then-current value if the award cycle has been in effect for between 12 and 24 months, and at the then-current value if the award cycle has been in effect for 24 months or more, in each case as if all performance or incentive requirements and periods had been satisfied; andin certain cases for Named Executive Officers other than Ms. Wozniak, reimbursement of any excise taxes triggered by payments to the executive and any additional taxes on this reimbursement. In place of a tax gross up for excise taxes, Ms. Wozniak's agreement provides that, if excise taxes would otherwise be imposed in connection with a change in control, her change in control compensation protections will be either cut back to a level below the level that would trigger the imposition of the excise taxes or paid in full and subjected to the excise taxes, whichever results in the better after-tax result to her.upon termination of the executive by us other than for death, disability or cause or by the executive for good reason, after a change in control:severance payable upon termination in an amount equal to 300% (for the Chief Executive Officer), 250% (for the other Named Executive Officers other than Ms. Wozniak) or 200% (for Ms. Wozniak) of annual base salary plus the greater of the executive’s target bonus for the year of termination or the actual bonus paid with respect to the year prior to the change in control;replacement coverage for Company-provided group medical, dental and life insurance policies for up to three years (for Mr. Hogan) or two years (for Mr. Stauch, Ms. Jilek and Ms. Wozniak);the cost of an executive search agency not to exceed 10% of the executive’s annual base salary;the accelerated accrual and vesting of benefits under the SERP (for those executives who have been made participants of such plan); and for executives having fewer than seven years of participation in the SERP, up to three additional years of service can be credited, up to a maximum of seven years of service;up to $15,000 in fees and expenses of consultants and legal or accounting advisors; andfor Ms. Wozniak, whose agreement does not provide for single-trigger equity vesting, all equity-based and cash incentive awards granted prior to the change in control will be subject to the terms of the incentive plan under which they were granted (including accelerated vesting, if provided for in the applicable plan), and all equity-based and cash incentive awards granted after on or after the change in control will vest or be earned in full upon such termination.► upon any change in control: ► incentive compensation awards for the year in question to be paid at target; ► for Named Executive Officers other than Ms. Keegans and Mr. Cassidy, immediate vesting of all unvested stock options and termination of all restrictions on restricted stock awards; ► for Named Executive Officers other than Ms. Keegans and Mr. Cassidy, cash settled performance awards and performance share units to be paid at one-third of target if the award cycle has been in effect less than 12 months, at two-thirds of the then-current value if the award cycle has been in effect for between 12 and 24 months, and at the then-current value if the award cycle has been in effect for 24 months or more, in each case as if all performance or incentive requirements and periods had been satisfied; and ► in certain cases for Named Executive Officers other than Ms. Keegans and Mr. Cassidy, reimbursement of any excise taxes triggered by payments to the executive and any additional taxes on this reimbursement. In place of a tax gross up for excise taxes, Ms. Keegans’ and Mr. Cassidy’s agreements provide that, if excise taxes would otherwise be imposed in connection with a change in control, the executive’s change in control compensation protections will be either cut back to a level below the level that would trigger the imposition of the excise taxes or paid in full and subjected to the excise taxes, whichever results in the better after-tax result to the executive. ► upon termination of the executive by us other than for death, disability or cause or by the executive for good reason, after a change in control: ► severance payable upon termination in an amount equal to 300% (for the Chief Executive Officer), 250% (for Mr. Stauch) or 200% (for Ms. Keegans, Messrs. Frykman and Cassidy) of annual base salary plus the greater of the executive’s target bonus for the year of termination or the actual bonus paid with respect to the year prior to the change in control; ► replacement coverage for Company-provided group medical, dental and life insurance policies for up to three years (for Mr. Hogan) or two years (for Messrs. Stauch, Frykman and Cassidy and Ms. Keegans); ► the cost of an executive search agency not to exceed 10% of the executive’s annual base salary; ► the accelerated accrual and vesting of benefits under the SERP (for those executives who have been made participants of such plan); and for executives having fewer than seven years of participation in the SERP, up to three additional years of service can be credited, up to a maximum of seven years of service; ► up to $15,000 in fees and expenses of consultants and legal or accounting advisors; and ► for Ms. Keegans and Mr. Cassidy, whose agreements do not provide for single-trigger equity vesting, all equity-based and cash incentive awards granted prior to the change in control will be subject to the terms of the incentive plan under which they were granted (including accelerated vesting, if provided for in the applicable plan), and all equity-based and cash incentive awards granted on or after the change in control will vest or be earned in full upon such termination. Change in Control and Termination ProvisionsChange in Control and Termination Provisions of Incentive Plans
The Pentair plc 2012 Stock and Incentive Plan provides that, upon a change in control, unless an agreement between us and the executive provides for a more favorable result to the executive:all outstanding options, restricted stock and restricted stock units that are not performance awards are immediately vested;all outstanding performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; andall outstanding annual incentive awards are paid based on full satisfaction of the performance goals.► all outstanding options, restricted stock and restricted stock units that are not performance awards are immediately vested; ► all outstanding performance awards (other than annual incentive awards) are paid in full based on performance at the better of target or trend; and ► all outstanding annual incentive awards are paid based on full satisfaction of the performance goals. all outstanding options (which are the sole form of awards currently outstanding under the plans) that are unvested become fully vested.► all outstanding options (which are the sole form of awards currently outstanding under the plans) that are unvested become fully vested. 46Retirement. If any of the Named Executive Officers terminates employment in a retirement with at least 10 years of service, the 2012 Plan and its predecessor plans provide as follows:If the retirement is prior to age 60: unvested options are forfeited; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest pro rata; and performance awards are paid on a pro rata basis based on actual performance; orIf the retirement is after age 60: options continue to vest for 5 years; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest in full; and performance awards are paid in full based on actual performance.Death or Disability. If any of the Named Executive Officers terminates employment as a result of death or disability, the 2012 Plan and its predecessor plans provide that options, restricted stock and restricted stock units are immediately vested; and performance awards are paid in full based on actual performance.Termination Without Cause or for Good Reason. If any of the Named Executive Officers terminates employment in an involuntary termination for a reason other than cause, death or disability, or in a voluntarily termination for good reason, then the employee’s outstanding awards under the 2012 Plan will be eligible for continued or accelerated vesting, as described below. A termination of employment under these circumstances is referred to in the 2012 Plan as a “Covered Termination.” For a Named Executive Officer’s termination to be considered a Covered Termination, the officer must execute a general release in a form and manner determined by us. Upon a Covered Termination, the 2012 Plan provides that awards held by a Board-appointed corporate officer, including such a Named Executive Officer, will be treated as follows:Stock options will remain outstanding, and will continue to vest in accordance with their terms as if the officer had remained in employment, until the earlier of the expiration date of the stock option and the fifth anniversary of the covered termination.Restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) will vest in full.Performance awards, including restricted stock and restricted stock units that have performance-based vesting, will be paid following the end of the performance period based on achievement of the performance goals established for the awards as if the employee had not experienced a covered termination.► Retirement. If any of the Named Executive Officers terminates employment in a retirement with at least 10 years of service, the Pentair plc 2012 Stock and Incentive Plan and its predecessor plans provide as follows: ► If the retirement is prior to age 60: unvested options are forfeited; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest pro rata; and performance awards are paid on a pro rata basis based on actual performance; or ► If the retirement is after age 60: options continue to vest for 5 years; restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) vest in full; and performance awards are paid in full based on actual performance. ► Death or Disability. If any of the Named Executive Officers terminates employment as a result of death or disability, the Pentair plc 2012 Stock and Incentive Plan and its predecessor plans provide that options, restricted stock and restricted stock units are immediately vested; and performance awards are paid in full based on actual performance. ► Termination Without Cause or for Good Reason. If any of the Named Executive Officers terminates employment in an involuntary termination for a reason other than cause, death or disability, or in a voluntarily termination for good reason, then the employee’s outstanding awards under the Pentair plc 2012 Stock and Incentive Plan will be eligiblefor continued or accelerated vesting, as described below. A termination of employment under these circumstances is referred to in the Pentair plc 2012 Stock and Incentive Plan as a “Covered Termination.” For a Named Executive Officer’s termination to be considered a Covered Termination, the officer must execute a general release in a form and manner determined by us. Upon a Covered Termination, the Pentair plc 2012 Stock and Incentive Plan provides that awards held by a Board-appointed corporate officer, including such a Named Executive Officer, will be treated as follows: ► Stock options will remain outstanding, and will continue to vest in accordance with their terms as if the officer had remained in employment, until the earlier of the expiration date of the stock option and the fifth anniversary of the covered termination. ► Restricted stock and restricted stock units (that are not performance awards or for which any performance goals have been satisfied) will vest in full. ► Performance awards, including restricted stock and restricted stock units that have performance-based vesting, will be paid following the end of the performance period based on achievement of the performance goals established for the awards as if the employee had not experienced a covered termination. a material violation of any company policy;embezzlement from, or theft of property belonging to, us or any of our affiliates;willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; orother intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business.► a material violation of any company policy; ► embezzlement from, or theft of property belonging to, us or any of our affiliates; ► willful failure to perform, or gross negligence in the performance of, or failure to perform, assigned duties; or ► other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on our business. ► any material breach by us of the terms of any employment agreement; ► any reduction in base salary or percentage of base salary available as incentive compensation or bonus opportunity, or any material reduction in nonqualified deferred compensation retirement benefits; ► a good faith determination by the officer that there has been a material adverse change in the officer’s working conditions or status; ► a relocation of the principal place of employment to a location more than 50 miles; or ► an increase of 20% or more in travel requirements. any reduction in base salary or percentage of base salary available as incentive compensation or bonus opportunity, or any material reduction in nonqualified deferred compensation retirement benefits;a good faith determination by the officer that there has been a material adverse change in the officer’s working conditions or status;a relocation of the principal place of employment to a location more than 50 miles; oran increase of 20% or more in travel requirements.Quantification of Compensation Payable upon a Change in Control or Termination of EmploymentQuantification of Compensation Payable upon a Change in Control or Termination of Employment SECSecurities and Exchange Commission rules, the amounts shown assume that such termination was effective as of December 31, 2015,2016, and thus are estimates of the amounts that would actually be received. The actual amounts to be received can only be determined in connection with the termination event. As indicated in the table below, the only benefits the Named Executive Officer would be entitled to receive upon a termination as a result of a Covered Termination, a qualifying retirement with 10 years of service, death or disability, in each case in the absence of a change in control, relate to accelerated vesting or payment47Executive Stock Option Vesting Total Randall J. Hogan $— $— $6,636,401 $6,636,401 John L. Stauch $— $3,096,616 $1,550,000 $4,646,616 Frederick S. Koury $— $1,709,132 $816,667 $2,525,799 Angela D. Jilek $— $1,439,689 $700,001 $2,139,690 Beth A. Wozniak $— $801,990 $— $801,990 Executive Stock Option Vesting($) Restricted Stock Unit
Vesting(1)($) Cash Settled
Performance Unit
Vesting(2)($) Performance Share
Unit Vesting(2)($) Total($) Randall J. Hogan(3) - - 3,133,334 3,886,716 7,020,050 John L. Stauch 640,256 2,100,102 800,000 1,127,119 4,667,477 Karen L. Keegans - 1,312,711 - 284,499 1,597,210 Karl R. Frykman 220,777 621,143 233,334 388,621 1,463,875 Dennis J. Cassidy, Jr. 29,716 2,374,004 - 344,999 2,748,719 (1) None of the restricted stock units would vest upon a retirement prior to 10 years of service, and only a pro rata portion of the restricted stock units would vest upon a retirement with 10 years of service prior to age 60. (2) The amount shown assumes target performance. The actual amount is determined on the basis of actual performance through the end of the applicable performance period. (3) Because Mr. Hogan is eligible for immediate or continued vesting upon retirement, no enhanced benefit would occur with respect to his stock options or restricted stock units. Mr. Koury's employment ceased on March 1, 2016, and his stock options, restricted stock units and cash settled performance units received treatment described above for a Covered Termination. In addition, he received separation payments of (i) $1,169,145 within 20 days following his execution of a release of claims and (ii) provided that he is in compliance with non-solicitation and non-competition covenants at all times through January 2017, $1,189,145 on or about February 1, 2017. Mr. Koury also received an additional payment of $42,950, which he may use toward the cost of future health insurance premiums or for other purposes, at the same time the first separation payment is made. Under the terms of his separation, Mr. Koury did not receive a cash bonus for 2015 and will not be eligible to receive a cash bonus for 2016. We agreed to pay for fees and expenses of consultants and/or legal or accounting advisors to Mr. Koury as to matters relating to his separation agreement up to $15,000 and to pay for outplacement services up to $48,000 or to provide a cash payment of $48,000 in lieu of outplacement services.The amount of compensation payable to each Named Executive Officer upon (1) a change in control without a termination of employment or upon(2) a change in control followed by a termination of the executiveemployment (a) by us, other than for death, disability or cause or (b) by the executive for good reason is shown below.goodreason. The amounts shown assume that such termination was effective as of December 31, 2015, and thus are estimates of the amounts that would be paid out to the executives upon a change in control or their termination following a change in control.2016. The actual amounts to be paid out can only be determined in connection with a change in control or termination following a change in control. Because Mr. Koury's employment ceased on March 1, 2016, he is not included in the table below.Executive Randall J. Hogan $9,951,201 $— $— $6,636,401 $— $2,041,272 $50,000 $15,000 $39,930 $8,677,673 $— $18,733,804 John L. Stauch $3,373,125 $— $3,096,616 $1,550,000 $— $674,625 $50,000 $15,000 $36,341 $5,321,241 $— $8,795,707 Angela D. Jilek $2,317,500 $— $1,439,689 $700,001 $107,411 $412,000 $50,000 $15,000 $23,555 $2,551,690 $1,835,995 $6,901,151 Beth A. Wozniak $970,000 $— $801,990 $— $237,313 $— $48,500 $15,000 $27,297 $801,990 $(119,149) $1,980,951 Executive Cash
Termination
Payment
(1)($) Stock
Option
Vesting
(2)($) Restricted
Stock Unit
Vesting
(2)($) Cash Settled
Performance
Unit Vesting
(2)($) Performance
Share Unit
Vesting
(2)($) SERP &
Related
Pension
(1)($) Incentive
Compensation
(2)($) Outplacement
(1)($) Legal &
Accounting
Advisors
(1)($) Medical,
Dental,
Life
Insurance
(1)($) Total:
Change
in
Control
(2)($) Excise
Tax
Gross
Up or
Cutback
(3)($) Total:
Change
in Control
Followed by
Termination
(1)($)Randall J. Hogan(4) 9,951,201 - - 3,133,334 3,886,716 - 2,041,272 50,000 15,000 40,153 9,061,322 - 19,117,676 John L. Stauch 3,508,000 640,256 2,100,102 800,000 1,127,119 - 701,600 50,000 15,000 36,545 5,369,077 - 8,978,622 Karen L. Keegans 1,620,000 - 1,312,711 - 284,499 329,296 360,000 45,000 15,000 35,263 1,957,210 (915,638 ) 3,086,131 Karl R. Frykman 1,704,272 220,777 621,143 233,334 388,621 1,048,646 339,500 48,500 15,000 34,898 1,803,375 1,975,009 6,629,700 Dennis J. Cassidy, Jr. 1,649,000 29,716 2,374,004 - 344,999 288,593 339,500 48,500 15,000 46,521 3,088,219 - 5,135,833 (1) Triggered only upon a change in control and a termination of the executive officer by us other than for death, disability or cause or by the executive for good reason. (2) Triggered solely upon a change in control under the change in control agreement for executives other than Ms. WozniakKeegans and Mr. Cassidy and under the Pentair plc 2012 Stock and Incentive Plan for Ms. Wozniak.Keegans and Mr. Cassidy. The amount shown for cash settled performance units and performance share units assumes target performance.performance and includes the balance of any dividend equivalent units (rounded down to the nearest whole share). (3) For each of the executives other than Ms. Wozniak,Keegans and Mr. Cassidy, reflects either the amount of the gross-up for excise taxes or a reduction mandated by the change in control agreement in the event that the excise tax on certain “parachute payments” can be avoided by reducing the amount of the payments by not more than 10%. In place of a tax gross up for excise taxes, Ms. Wozniak's agreement providesKeegans’ and Mr. Cassidy’s agreements provide that, if excise taxes would otherwise be imposed in connection with a change in control, herthe executive’s change in control compensation protections will be either cut back to a level below the level that would trigger the imposition of the excise taxes or paid in full and subjected to the excise taxes, whichever results in the better after-tax result to her.the executive.(4) Because Mr. Hogan is eligible for immediate or continued vesting upon retirement, no enhanced benefit would occur with respect to his stock options or restricted stock units. 48our ordinary shares were valued at $49.53, the closing market price for our ordinary shares on December 31, 2015;outplacement services fees are $50,000 for Messrs. Hogan and Stauch and Ms. Jilek and the maximum possible under the change in control agreements (10% of annual base salary) for Ms. Wozniak;legal and accounting advisor fees are the maximum possible under the change in control agreements for each executive officer; andmedical, dental and life insurance coverage will continue until three years (for Mr. Hogan) or two years (for Mr. Stauch, Ms. Jilek and Ms. Wozniak) after a change in control, in each case at the current cost per year for each executive.► ► ► ► Wozniak)Keegans and Mr. Cassidy) an excise tax gross up. This practice was discontinued in 2013. Since then, any new agreements entered into with any new executive officers did not contain this feature. In place of a tax gross up for excise taxes, Ms. Wozniak's agreement providesKeegans’ and Mr. Cassidy’s agreements provide that, if excise taxes would otherwise be imposed in connection with a change in control, herthe executive’s change in control compensation protections will be either cut back to a level below the level that would trigger the imposition of the excise taxes or paid in full and subjected to the excise taxes, whichever results in the better after-tax result to her.the executive. In determining the amount of any gross up or cut back included in the tables above, we made the following material assumptions: an excise tax rate of 20% under Section 280G of the Code, a combined federal and state individual tax rate of 41.9%, and we would be able to overcome any presumption that grants of stock options or restricted stock units in 20152016 were made in contemplation of a change in control pursuant to regulations promulgated under the Code. In addition, no excise tax gross up will be made if the portion of the payments treated as “parachute payments” received by an executive in the event of a change in control can be reduced by not more than 10% and escape an excise tax. In that event, the payments will be reduced to the highest qualifying amount and no gross up will be paid. Furthermore, it was assumed that no value will be attributed to any non-competition agreement. At the time of any such change in control or termination, a value may be attributed, which would result in a reduction of amounts subject to the excise tax.paymentpaying for performance is an important part of its compensation philosophy, but recognizes the risk that incentivizing specific measures of performance may pose to the performance of the Company as a whole if personnel were to act in ways designed primarily to maximize their compensation. Therefore, the Committee annually conducts an annual assessment of potential risks arising from its compensation programs and policies.policies applicable to all employees. In its December 20152016 assessment, the Committee noted the following considerations, among others:The balance of our fixed and variable compensation in our executive officer compensation programsThe balance in our compensation programs between the achievement of short-term objectives and longer-term value creationThe mix of compensation forms within our long-term incentive compensation programOur use of multiple performance measures under our incentive compensation programsThe impact of these performance measures on our financial resultsOur use of performance curves that require achievement of a minimum level of performance before receiving any incentive payoutCapped payouts under our incentive programsOur adoption of a clawback policy pursuant to which certain incentive compensation earned by our executive officers may be subject to recoupmentOur stock ownership guidelines and equity holding policyOur adoption of an equity holding policy► ► ► ► ► ► ► ► ► ► 49DIRECTOR COMPENSATIONEACH OF THE BOARD AND THE COMPENSATION COMMITTEE RECOMMENDS A VOTE OF “ONE YEAR” ON FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS. Equity AwardsNon-employee directors also receive a grantoptionsthe Audit and restricted stock units underFinance Committee, is asking our shareholders to ratify, by non-binding advisory vote, the 2012 Plan as a partappointment and to authorize, by binding vote, the Audit and Finance Committee of their compensation unless a director hasthe Board of Directors to set the independent auditors’ remuneration. Although approval is not met the stock ownership guidelines described below, in which case a director only receives a grant of restricted stock units. Directors who have not met the stock ownership guidelines receive only restricted stock units to assist them in meeting the ownership level required by our Articles of Association or otherwise, the guidelinesBoard is submitting the appointment of D&T to our shareholders because we value our shareholders’ views on our independent auditors. If the appointment of D&T is not ratified by shareholders, it will be considered as notice to the Board and the Audit and Finance Committee to consider the selection of a different firm. Even if the appointment is ratified, the Audit and Finance Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of our company and our shareholders.timely manner. Options granted are exercisablebinding vote, the Audit and Finance Committee to set the auditors’ remuneration.”closing priceAnnual General Meeting.EACH OF THE BOARD AND THE AUDIT AND FINANCE COMMITTEE RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF PENTAIR PLC AND THE AUTHORIZATION OF THE AUDIT AND FINANCE COMMITTEE TO SET THE AUDITORS’ REMUNERATION. dateexternal auditor’s engagement and audit plan, including fees, scope, staffing and timing of grant, have a ten-year termwork. In addition, the Audit and vest in one-third increments onFinance Committee Charter limits the first, secondtypes of non-audit services that may be provided by the independent auditors. Any permitted non-audit services to be performed by the independent auditors must be pre-approved by the Audit and third anniversariesFinance Committee after the Committee is advised of the grant date. Restricted stock units granted vest on the first anniversarynature of the grant date. Each restricted stock unit representsengagement and particular services to be provided. The Audit and Finance Committee pre-approved audit fees and all permitted non-audit services of the rightindependent auditor in 2016. Responsibility for this pre-approval may be delegated to receive one or more members of our ordinary shares upon vestingthe Audit and includes one dividend equivalent unit, which entitlesFinance Committee; all such approvals, however, must be disclosed to the holderAudit and Finance Committee at its next regularly scheduled meeting. The Audit and Finance Committee may not delegate authority for pre-approvals to management.cash dividends declared on one of our ordinary shares fromfees paid to the Deloitte Entities and afterunderlying services provided by the date of grant.Stock Ownership GuidelinesWe maintain stock ownership guidelinesDeloitte Entities. Their fees for our non-employee directors. Non-employee directors are expected to acquire and hold our ordinary shares or stock equivalents having a value equal to five times the annual retainer for non-employee directors within five years after election.Stock Ownership for Directors Servingthese services were as of December 31, 2015 Ownership Guideline ($) Meets Guideline Glynis A. Bryan 21,733 1,076,435 615,000 Yes Jerry W. Burris 13,941 690,498 615,000 Yes Carol Anthony (John) Davidson 14,175 702,088 615,000 Yes Jacques Esculier 3,648 180,685 615,000 No (3) T. Michael Glenn 15,927 788,864 615,000 Yes David H. Y. Ho 11,036 546,613 615,000 No (3) David A. Jones 38,404 1,902,150 615,000 Yes Ronald L. Merriman 19,811 981,239 615,000 Yes William T. Monahan 52,706 2,610,528 615,000 Yes Billie I. Williamson 3,457 171,225 615,000 No (3) 2016 2015 Audit fees(1) $11,329 $10,842 Audit-related fees(2) 845 885 Tax fees(3) Tax compliance and return preparation 1,202 532 Tax planning and advice 2,007 357 Total tax fees 3,209 889 Total $15,383 $12,616 (1) The amountsConsists of fees for audits of our consolidated annual financial statements and the effectiveness of internal controls over financial reporting, reviews of our quarterly financial statements, statutory audits, reviews of SEC filings, consents for registration statements and comfort letters in this column include ordinary shares owned by the director, both directly and indirectly, and unvested restricted stock units.50connection with securities offerings. (2) Based on the closing market priceConsists of fees for our ordinary shares on December 31, 2015 of $49.53.due diligence, employee benefit plan audits and certain other attest services. (3) Non-employee directors have until the laterConsists of five years after their election as a director or five years after the Merger to meet the stock ownership guideline.fees for tax compliance and return preparation and tax planning and advice.Director Compensation The table below summarizes of Contentscompensation that we paid to non-employee directorsfinancial statements for the year ended December 31, 2015.(a) (b) (c) (d) (e) (f) (g) (h) Glynis A. Bryan 151,500 67,480 67,493 — — — 286,463 Jerry W. Burris 146,500 67,480 67,493 — — — 281,463 Carol Anthony (John) Davidson 123,000 67,480 67,493 — — — 257,963 Jacques Esculier 146,500 135,027 — — — — 281,527 T. Michael Glenn 161,500 67,480 67,493 — — — 296,463 David H. Y. Ho 146,500 67,480 67,493 — — — 281,463 David A. Jones 171,500 67,480 67,493 — — — 306,463 Ronald L. Merriman 171,500 67,480 67,493 — — — 306,463 William T. Monahan 186,500 67,480 67,493 — — — 321,463 Billie I. Williamson 146,500 135,027 — — — — 281,527 ► (1)Randall Hogan, our Chief Executive Officer, is not included in this table as he is our employeereceives no compensation for his services as a director. The compensation received by Mr. Hogan as our employee during and for 2015 is shown under “Executive Compensation – Summary Compensation Table.”(2)The amounts in column (c) represent the aggregate grant date fair value, computed in accordance with ASC 718, of restricted stock units granted during the year ended December 31, 2015. Assumptions used in the calculation of these amounts are included in footnote 15 todiscussed our audited U.S. GAAP consolidated financial statements and Irish statutory financial statements for the year ended December 31, 2015 included in2016 with management;► ► filed with the Securities and Exchange Commission on February 26, 2016. As of December 31, 2015, each director had unvested restricted stock units and deferred share units as noted in the table below.Name Unvested Restricted Stock Units Deferred Share Units Glynis A. Bryan 1,012 4,841 Jerry W. Burris 1,012 — Carol Anthony (John) Davidson 1,012 — Jacques Esculier 2,025 — T. Michael Glenn 1,012 987 David H. Y. Ho 1,012 — David A. Jones 1,012 28,017 Ronald L. Merriman 1,012 413 William T. Monahan 1,012 12,467 Billie I. Williamson 2,025 — (3)The amounts in column (d) represent the aggregate grant date fair value, computed in accordance with ASC 718, of stock options granted during the year ended December 31, 2015. Assumptions used in the calculation of these amounts51are included in footnote 15 to our audited financial statements for the year ended December 31, 2015 included in our Annual Report on Form 10-K2016 filed with the Securities and Exchange Commission on February 26, 2016. As21, 2017. The Board has approved these inclusions.
Glynis A. Bryan
Jacques Esculier
David H. Y. Ho
Billie I. WilliamsonDecember 31, 2015, each director had outstanding stock options as noted in the table below.1. the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120% of the ‘market price.’ Carol Anthony (John) Davidson10,256Jacques Esculier2.—the minimum price at which a treasury share may be re-allotted off-market shall be the nominal value of the share where such a share is required to satisfy an obligation under any employee or director share or option plan operated by Pentair plc or, in all other cases, 95% of the ‘market price.’ T. Michael Glenn64,170David H. Y. Ho3.10,256for the purposes of this resolution, the ‘market price’ shall mean the average closing price per ordinary share of Pentair plc, as reported on the New York Stock Exchange, for the 30 trading days immediately preceding the day on which the relevant share is re-allotted. THE BOARD RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW. Shareholder Eligibility to Nominate Directors Calculation of Qualifying Ownership ► ► ► Number of Shareholder-Nominated Candidates Procedure for Electing Candidates if Nominee Limit is Exceeded Nominating Procedures Information Required by All Nominating Shareholders ► ► ► ► ► ► representation that such person does not have any intent to change or influence control of our company; ► ► ► ► ► ► 52Exclusion of Shareholder Nominees ► ► ► ► ► Future Disqualification of Shareholder-Nominated Candidates Supporting Statement THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF AMENDMENTS TO PENTAIR PLC’S ARTICLES OF ASSOCIATION TO IMPLEMENT PROXY ACCESS. 7, 2016,6, 2017, by each director and nominee to become a director, by each executive officer listed in the Summary Compensation Table, and by all directors and executive officers as a group. Based on filings with the SEC, the following table also contains information concerning each person we know who beneficially owned more than 5% of our ordinary shares as of December 31, 2015.Total Glynis A. Bryan 16,487 4,876 60,730 — 82,093 Jerry W. Burris 13,536 — 43,530 — 57,066 Carol Anthony (John) Davidson 13,770 — 6,816 — 20,586 Jacques Esculier 3,648 — — — 3,648 T. Michael Glenn 14,535 995 60,730 — 76,260 David H. Y. Ho 10,631 — 6,816 — 17,447 Randall J. Hogan 402,461 58,248 2,062,515 2,009 2,525,233 1.4 % Angela D. Jilek 20,096 3,562 93,397 570 117,625 David A. Jones 9,982 28,220 43,530 — 81,732 80,497 — 181,590 861 262,948 Ronald L. Merriman 18,993 416 48,730 — 68,139 William T. Monahan 39,834 12,557 60,730 — 113,121 John L. Stauch 97,944 51,701 376,087 618 526,350 Billie I. Williamson 3,457 — — — 3,457 Beth Wozniak — — — — — Directors and executive officers as a group (18) 805,557 163,587 3,262,192 6,715 4,238,051 2.3 % 21,126,346 — — — 21,126,346 11.7 % 15,065,442 — — — 15,065,442 8.4 % 14,335,888 — — — 14,335,888 8.0 % 10,674,956 — — — 10,674,956 5.9 % 10,463,517 — — — 10,463,517 5.8 % Name of
Beneficial Owner Ordinary
Shares(1) Share
Units(2) Right to
Acquire within
60 days ESOP
Stock(3) Total % of
Class(4)Glynis A. Bryan 17,309 4,988 55,022 - 77,319 Jerry W. Burris 14,358 - 47,822 - 62,180 Dennis J. Cassidy, Jr. - - 12,334 - 12,334 Carol Anthony (John) Davidson 14,592 - 11,108 - 25,700 Jacques Esculier 4,933 - - - 4,933 Karl R. Frykman 33,390 - 114,237 1,817 149,444 Edward P. Garden(5) 14,335,888 - - - 14,335,888 7.9% T. Michael Glenn 15,357 1,018 55,022 - 71,397 David H. Y. Ho 10,746 - 11,108 - 21,854 Randall J. Hogan 475,325 59,594 1,962,388 2,125 2,499,432 1.4% David A. Jones 10,804 28,872 37,822 - 77,498 Karen L. Keegans - - - 70 70 Ronald L. Merriman 19,815 426 43,022 - 63,263 William T. Monahan 40,656 12,847 55,022 - 108,525 John L. Stauch 116,874 62,306 321,823 706 501,709 Billie I. Williamson 5,255 - - - 5,255 Directors and executive officers as a group (20) 15,172,991 179,417 2,936,420 6,323 18,295,151 9.9% The Vanguard Group(6) 15,208,806 - - - 15,208,806 8.4% Trian Fund Management, L.P.(7) 14,335,888 - - - 14,335,888 7.9% State Street Corporation(8) 11,103,238 - - - 11,103,238 6.1% T. Rowe Price Associates, Inc.(9) 10,957,817 - - - 10,957,817 6.0% BlackRock, Inc.(10) 10,811,683 - - - 10,811,683 5.9% (1) Unless otherwise noted, all shares are held either directly or indirectly by individuals possessing sole voting and investment power with respect to such shares. Beneficial ownership of an immaterial number of shares held by spouses or trusts has been disclaimed in some instances. (2) Represents for non-employee directors deferred share units held under our Compensation Plan for Non-Employee Directors. No director has voting or investment power related to these share units. Represents for executive officers restricted stock units, receipt of which was deferred by the executive officer under the company’s Non-Qualified Deferred Compensation Plan and over which the executive officers have no voting or investment power. (3) Represents, for Mr. Hogan stock options exercisable and restricted stock unit vesting within 60 days from March 7, 2016.(4)Represents shares owned as a participant in the RSIP/ESOP Plan. As of March 7, 2016,6, 2017, Fidelity Management Trust Company (“Fidelity”), the Trustee of the RSIP/ESOP Plan, held 3,689,6421,915,534 ordinary shares (2.0%(1.1%). Fidelity disclaims beneficial ownership of all shares. The RSIP/ESOP Plan participants have the right to direct the Trustee to vote their shares, although participants have no investment power over such shares. The Trustee, except as otherwise required by law, votes the shares for which it has received no direction from participants, in the same proportion on each issue as it votes those shares for which it has received voting directions from participants.(5)(4)Less than 1% unless otherwise indicated. (5) (6)Mr. Koury’s employment ceased on March 1, 2016.53(7)Information derived from a Schedule 13G/A filed with the SecuritiesRepresents shares owned by certain funds and Exchange Commission on February 12, 2016. The address of T. Rowe Price Associates, Inc. is 100 East Pratt Street, Baltimore, MD 21202. As of December 31, 2015, T. Rowe Price Associates, Inc. had sole voting power for 5,742,469 ordinary shares and sole dispositive power for 21,097,146 ordinary shares.(8)Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 11, 2016. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2015, The Vanguard Group had sole voting power for 335,764 ordinary shares, shared voting power for 17,900 ordinary shares, sole dispositive power for 14,707,959 ordinary shares and shared dispositive power for 357,483 ordinary shares.(9)Information derived from a Schedule 13D/A filed with the Securities and Exchange Commission on February 22, 2016. The address of Trian Fund Management, L.P. is 280 Park Avenue, 41st Floor, New York, NY 10017. As of February 22, 2016,investment vehicles (the “Trian Funds”) managed by Trian Fund Management, L.P. (“Trian”), which is an institutional investment manager that files reports on Form 13F with the Securities and Exchange Commission. None of such shares are held directly by Mr. Garden. Of such shares, approximately [__] million shares are currently held in its capacity as the management company forordinary course of business with other investment securities owned by the Trian Funds in co-mingled margin accounts with a prime broker, which prime broker may, from time to time, extend margin credit to certain fundsTrian Funds, subject to applicable federal margin regulations, stock exchange rules and investment vehicles managed by it (the “Trian Funds”), andcredit policies. Mr. Garden had shared voting and dispositive power for 14,335,888 ordinary shares.is a member of Trian Fund Management GP, LLC, which is controlled by Mr. Garden, Nelson Peltz and Peter W. May, is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of the Trian Funds. Accordingly, Mr. Garden and Trian may be deemed to indirectly beneficially own the shares thatowned by the Trian Funds directly and beneficially own. Each of Trian and Mr. Garden disclaims beneficial ownership of thesesuch shares for all other purposes.(10)(6)Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on January 27, 2016.February 10, 2017. The address of BlackRock, Inc.The Vanguard Group is 55 East 52nd Street, New York, NY 10055.100 Vanguard Boulevard, Malvern, PA 19355. As of December 31, 2015, BlackRock, Inc.2016, The Vanguard Group had sole voting power for 9,172,798266,363 ordinary shares, andshared voting power for 31,553 ordinary shares, sole dispositive power for 10,674,95614,916,371 ordinary shares and shared dispositive power for 292,435 ordinary shares.(7) Information derived from a Schedule 13D/A filed with the Securities and Exchange Commission on May 10, 2016 and information provided to us by Trian. The address of Trian Fund Management, L.P. is 280 Park Avenue, 41st Floor, New York, NY 10017. As of March 6, 2017, Trian, in its capacity as the management company for the Trian Funds, had shared voting and dispositive power for 14,335,888 ordinary shares. (11)(8)Information derived from a Schedule 13G filed with the Securities and Exchange Commission on February 16, 2016.8, 2017. The address of State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, MA 02111. As of December 31, 2015,2016, State Street Corporation had shared voting and dispositive power for 10,463,51711,103,238 ordinary shares.(9) Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on February 7, 2017. The address of T. Rowe Price Associates, Inc. is 100 East Pratt Street, Baltimore, MD 21202. As of December 31, 2016, T. Rowe Price Associates, Inc. had sole voting power for 2,907,182 ordinary shares and sharedsole dispositive power for 10,463,51710,941,117 ordinary shares.(10) Information derived from a Schedule 13G/A filed with the Securities and Exchange Commission on January 25, 2017. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. As of December 31, 2016, BlackRock, Inc. had sole voting power for 9,074,664 ordinary shares and sole dispositive power for 10,811,683 ordinary shares. 54AUDIT AND FINANCE COMMITTEE REPORTIn connection with the financial statements for the year ended December 31, 2015, the Audit and Finance Committee has:reviewed and discussed our audited U.S. GAAP consolidated financial statements and Irish statutory financial statements for the year ended December 31, 2015 with management;discussed with Deloitte & Touche LLP, our independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 16 and Rule 2-07 of SEC Regulation S-X; andreceived the written disclosures and the letter from Deloitte & Touche LLP as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit and Finance Committee concerning independence, and discussed with Deloitte & Touche LLP their independence.Based upon these reviews and discussions, the Audit and Finance Committee recommended to the Board that our audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission. The Board has approved these inclusions.THE AUDIT AND FINANCE COMMITTEERonald L. Merriman, ChairGlynis A. BryanJacques EsculierDavid H. Y. HoBillie I. Williamson20152016 our executive officers and directors complied with all such filing requirements.SHAREHOLDER PROPOSALS FORQUESTIONS AND ANSWERS ABOUT THE 2017 ANNUAL GENERAL MEETING AND VOTING► ► ► ► ► ► ► ► ► 20172018 Annual General Meeting of Shareholders pursuantMeeting.Rule 14a-8 of the SEC is November 25, 2016. A shareholder who otherwise intends to present businessapproval at the 2017 Annual General Meeting, eligible shareholders may under certain circumstances be able to nominate and include in our proxy materials a specified number of candidates for election as directors under the proposed proxy access provisions of our Articles of Association. See “Proposal 6 – “Approve Amendments to Pentair Plc’s Articles of Association to Implement Proxy Access”. Among other requirements in our Articles of Association, to nominate a director under the proxy access provisions of our Articles of Association, a shareholder must give written notice to our Corporate Secretary that complies with our Articles of Association no earlier than 150 days and no later than 120 days prior to the first anniversary of the date our definitive proxy statement was released to shareholders in connection with the prior year’s Annual General Meeting. Accordingly, we must receive notice of a shareholder’s nomination for the 2017 Annual General Meeting pursuant to the proxy access provisions of our Articles of Association no earlier than October 25, 2017 and no later than November 24, 2017. If the notice is received outside of that time frame, then the notice will be considered untimely and we are not required to include the nominees in our proxy materials for the 2018 Annual General Meeting.TheAmong other requirements in our Articles of Association, state, among other things, that to bringpresent business beforeor nominate a director at an annual general meeting,Annual General Meeting, a shareholder must give written notice that complies with the Articles of Association to our Corporate Secretary not lessno earlier than 4570 days nor moreand no later than 7045 days prior to the first annual anniversary of the date when we first mailed our proxy statement was released to shareholders in connection with the immediately preceding annual general meeting.prior year’s Annual General Meeting. Accordingly, we must receive notice of a shareholder proposal submitted undershareholder’s intent to present business, other than pursuant to SEC Rule 14a-8, or to nominate a director, other than pursuant to the proxy access provisions of our Articles of Association, betweenno earlier than January 14, 201713, 2018 and no later than February 8, 2017.7, 2018. If the notice is received after February 8, 2017,outside of that time frame, then the notice will be considered untimely and we are not required to present such proposal or nomination at the 20172018 Annual General Meeting. If the Board chooses to present a proposalmatter of business submitted under our Articles of Association at the 20172018 Annual General Meeting, then the persons named in the proxies solicited by the Board for the 20172018 Annual General Meeting may exercise discretionary voting power with respect to such proposal.P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU,Pentair plc, 43 London Wall, London, EC2M 5TF, United Kingdom, Attention: Corporate Secretary.55IRISH COMPANIES ACT 2014 (THE “ACT”)New Irish company legislation, the Act, was enacted on December 23, 2014, and came into force on June 1, 2015. We have conducted a review with our legal counsel to determine what changes should be made to our constitutional documents following the commencement of the Act. This review led to the conclusion that we should make certain administrative amendments to ourand Memorandum Association, as discussed in more detail in Proposals 6A and 6B in this proxy statement.Our shareholders shouldcan be aware of a change tofound on the existing law in respectwebsite of the notificationU.S. Securities and Exchange Commission by searching its EDGAR archives athttp://www.sec.gov/edgar/searchedgar/ webusers.htm. Shareholders may also obtain a copy from us free of substantial shareholdings. charge by submitting a written request to our principal executive offices at Pentair plc, 43 London Wall, London, EC2M 5TF, United Kingdom, Attention: Corporate Secretary.her interestherinterest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of our issued share capital (or any such class of share capital in issue), and disclosable interests in our shares include any interestsshareholder failsshareholderfails to comply with these notification requirements, the shareholder’s rights in respect of any our ordinary shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to the court to have the rights attaching to such shares reinstated.20152016 ANNUAL REPORT ON FORM 10-K20152016 Annual Report on Form 10-K (without exhibits) filed with the SEC should write to us at our principal executive offices: P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU,43 London Wall, London, EC2M 5TF, United Kingdom, Attention: Corporate Secretary.P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU,43 London Wall, London, EC2M 5TF, United Kingdom, Attention: Corporate Secretary, Telephone: 44-161-703-188544-207-374-8925 or (800) 328-9626.P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU,43 London Wall, London, EC2M 5TF, United Kingdom, Attention: Corporate Secretary, Telephone: 44-161-703-188544-207-374-8925 or (800) 328-9626.56
RECONCILIATION OF THE GAAP YEARS ENDED DECEMBER 31, 2016, 2015, 2014 AND 2013 TO THE NON-GAAP EXCLUDING THE EFFECT OF 2016, 2015, 2014 AND 2013 ADJUSTMENTS (UNAUDITED)In millions, except per-share data 2016 2015 2014 2013 Net sales $4,890.0 $4,616.4 $4,666.8 $4,553.7 Operating income 700.7 616.1 538.5 529.1 % of net sales 14.3 % 13.3 % 11.5 % 11.6 % Adjustments: Restructuring and other 20.6 42.4 63.1 59.1 Pension and other post-retirement mark-to-market (gain) / loss 4.2 (23.0 ) 31.5 (30.3 ) Intangible amortization 96.4 68.1 60.6 59.1 Impairment of trade names 13.3 - - 11.0 Inventory step-up and customer backlog - 35.7 - 6.0 Deal related costs and expenses - 14.3 - - Redomicile related expenses - - 10.3 5.4 Equity income of unconsolidated subsidiaries 4.3 1.5 1.2 2.0 Segment income 839.5 755.2 705.2 641.4 % of net sales 17.2 % 16.4 % 15.1 % 14.1 % Net income from continuing operations—as reported 451.6 397.1 356.6 354.8 Loss (gain) on sale of businesses 3.9 3.2 0.2 (20.8 ) Amortization of bridge financing fees - 10.7 - - Interest expense - - - 2.1 Adjustments to operating income 134.5 137.5 165.5 110.3 Income tax adjustments (31.0 ) (30.9 ) (41.7 ) (25.8 ) Net income from continuing operations—as adjusted $559.0 $517.6 $480.6 $420.6 Continuing earnings per ordinary share—diluted Diluted earnings per ordinary share—as reported $2.47 $2.17 $1.84 $1.73 Adjustments 0.58 0.66 0.64 0.33 Diluted earnings per ordinary share—as adjusted $3.05 $2.83 $2.48 $2.06
FREE CASH FLOW FOR YEARS ENDED DECEMBER 31, 2016, 2015, 2014 AND 2013In millions 2016 2015 2014 2013 Net cash provided by (used for) operating activities of continuing operations $702.4 $597.7 $675.8 $541.7 Capital expenditures (117.8 ) (91.3 ) (83.7 ) (102.8 ) Proceeds from sale of property and equipment 24.7 4.6 1.9 4.0 Free cash flow from continuing operations $609.3 $511.0 $594.0 $442.9 Proposed AmendmentArticle 71 of the relevant Articles of Association of Pentair plc(New language is indicated by underlining and deletions are indicated by strike-through)The first sentence of Article 71the Company as of the Articles of Association of Pentair plc is amended and restated in its entirety to read as follows:Subject to article 91, the number of Directors shall not be less than nine (the “prescribed minimum”) nor more than eleventwelve and shall be determined by the Board (the “Authorised Number”).A-1APPENDIX BPart ISummary of Optional Provisions of the Companies Act 2014 From Which Pentair plc Proposes to Opt OutSections of the Companies Act 2014 from which Pentair plc proposes to opt-out Relevant section of current Articles of Association Pentair plc’s reason for opting-out of the section 43(2) and (3) 106 Sections 43(2) and (3) deal with the use of the common seal of a company. We propose to opt-out of these sections as an equivalent provision for the use of Pentair plc’s common seal is made in Article 106. 65(2) to 65(7) Not applicable Sections 65(2) to 65(7) deal with the power of a company to convert shares into stock and reconvert stock into shares. We propose to opt-out of these sections as they are not contemplated in Pentair plc’s existing Articles of Association and the intention is to preserve the status quo. 66(4) 4 Section 66(4) deals with the allotment of redeemable shares. We propose to opt-out of this section as such matter is already provided for in Article 4. 77 to 81 11 and 12 Sections 77 to 81 deal with the making of calls in respect of unpaid amounts due on shares issued by a company, liens on shares and forfeiture of shares. We propose to opt-out of these sections as such matters are already provided for in Articles 11 and 12. 94(8) 13 and 14 Section 94(8) deals with the instrument of transfer for shares and the regulation of such instruments under the Stock Transfer Act 1963. We propose to opt-out of this section as such matter is already provided for in Articles 13 and 14. 95(1) 15 Section 95(1) deals with restrictions on the transfer of shares. We propose to opt-out of this section as such matter is already provided for in Article 15. 22 to 25 Sections 96(2) to (11) and 97(3) deal with transmission of shares in a company. We propose to opt-out of these sections as such matter is already provided for in Articles 22 to 25. 124 and 125 107 to 116 Sections 124 and 125 deal with the declaration and payment of dividends by a company. We propose to opt-out of these sections as such matters are already provided for in Articles 107 to 116. 126 118 to 121 Section 126 deals with the capitalisation of a company’s reserves for the purposes of making bonus issues of shares. We propose to opt-out of this section as such matter is already provided for in Articles 118 to 121. 144(3) 93 to 95 Sections 144(3) deals with the appointment of directors. We propose to opt-out of this section as such matter is already provided for in Articles 93 to 95. 148(2) 88 Section 148(2) deals with how the office of a director may be vacated before the end of the appointed term. We propose to opt-out of this section as such matter is already provided for in Article 88. 157 to 165 (excluding 161(7) which is not applicable to Pentair plc) 76 to 87 and 95 to 105 Sections 157 to 165 deal with a board’s power of management and delegation, the appointment of a managing director, the establishment of board committees, matters relating to board procedure and the appointment of alternate directors. We propose to opt-out of these sections as such matters are already provided for in Articles 76 to 87 and Articles 95 to 105. 178(1) and (2) Not applicable Section 178(1) and (2) deal with the convening of extraordinary general meetings by shareholders. We propose to opt-out of these sections as such matter is not contemplated in Pentair plc’s existing Articles of Association and the intention is to preserve the status quo. B-1Sections of the Companies Act 2014 from which Pentair plc proposes to opt-out Relevant section of current Articles of Association Pentair plc’s reason for opting-out of the section 180(5), 181(1) and 181(6) 35 and 36 Sections 180(5), 181(1) and 181(6) deal with how notices of general meetings are given, the timing of such notices and who is entitled to receive such notices. We propose to opt-out of these sections as such matter is already provided for in Articles 35 and 36. 182(2), (4) and (5) 42 and 43 Sections 182(2), (4) and (5) deal with the quorum requirements for a general meeting of a company. We propose to opt-out of these sections as such matters are already provided for in Articles 42 and 43. 183(3) 66 and 67 We propose to opt-out of Section 183(3) as otherwise it would prohibit the appointment of multiple proxies which is expressly permitted by Articles 66 and 67. 183(6) 66(a) Section 183(6) deals with the time by which an instrument of proxy must be returned prior to the taking of the relevant poll. We propose to opt-out of the requirement that a proxy may not be delivered and accepted by Pentair plc within the 48 hours immediately prior to the taking of the poll in order to maintain the status quo and Article 66(a) has been amended to reflect this. 186(c) 37 Section 186(c) deals with certain aspects of the business of the annual general meeting. We propose to opt-out of this section as the entire business of the annual general meeting is already provided for in Article 37. 187 and 188 38 to 49 and 62 to 70 Sections 187 and 188 deal with the conduct of general meetings and voting at such meetings. We propose to opt-out of these sections as provision for such matters are already provided for in Articles 38 to 49 and Articles 62 to 70. 218(1), 218(3), 218(4) and 218(5) 123 to 128 Sections 218(1), (3), (4) and (5) deal with the service of notice on members of a company. We propose to opt-out of these sections as such matter is already provided for in Articles 123 to 128. 229(1), 230 and 1113 80 to 82 and 84 Sections 229(1), 230 and 1113 deal with potential conflicting interests of directors. We propose to opt-out of these sections such matters are provided for in Articles 80 to 82 and Article 84. 117 and 124(a), 124(b) and 124(e) Sections 338(5) and (6) and 339(7) deal with delivery of financial statements via the website of a company. We propose to opt-out of these sections as such matter is already provided for in Article 117 and Articles 124(a), 124(b) and 124(e). 618(1)(b) 129 to 131 Section 618(1)(b) deals with the distribution of property on a winding up of a company. We propose to opt-out of this section as such matter is already provided for in Articles 129 to 131. 620(8) 116 Section 620(8) stipulates the timeframe for claiming dividends. We propose to opt-out of this section as such matter is already provided for in Article 116. 1090 89 and 92 to 94 Section 1090 deals with the rotation of directors. We propose to opt-out of this section as such matter is provided for in Article 89 and Articles 92 to 94. 1092 72 and 73 Sections 1092 deals with the remuneration of directors. We propose to opt-out of this section as this matter is already provided for in Articles 72 and 73. 1093 and 193(1) N/A Section 1093 deals with written resolutions of members. We propose to opt-out of this section to maintain the status quo and Article 47 has been amended to reflect this. B-2Part IISummary of Optional Provisions in the Companies Act 2014 From Which Pentair plc Does Not Propose to Opt OutSections of the Companies Act 2014 from which Pentair plc does not propose to opt-outReason Pentair plc does not propose to opt-out of the section83 and 84Sections 83 and 84 are being retained as they contain the powers necessary for a company to implement capital reductions and capital variations under the Companies Act 2014.Part IIISummary of Other Amendments Being Made Relating to the Passing of the Companies Act 2014or for Administrative or Housekeeping ReasonsAmendmentReason for amendmentAll references to the old Irish company law statutes, which were repealed when the Companies Act 2014 became effective on June 1, 2015 are replaced by references to the Companies Act 2014To ensure that our Memorandum and Articles of Association are consistent with the statutory references in the Companies Act 2014.Amendment to Article 3(c)Article 3(c) is being updated to ensure Pentair plc can effect acquisitions of its own shares in accordance with the provisions of the Companies Act 2014.Amendment to Article 37Article 37 is being updated in order to ensure that it is consistent with section 186 of the Companies Act 2014 (which codifies and updates the common law position as to what constitutes the ordinary business of an annual general meeting) while still reflecting what Pentair plc usually regards as ordinary business.Amendment to Article 66(a)The Companies Act 2014 now specifies a form of instrument of proxy, therefore this Article now states that the form of instrument of the proxy as being “consistent with the Act”.Amendment to Article 70 (a)Article 70 (a) is being amended by the deletion of the time limit within which a proxy may be revoked as this is now governed by section 183(10) of the Companies Act 2014, which specifies that such revocation will be valid if received at a company’s registered office at any time before the commencement of the meeting or adjourned meeting at which the proxy is used.Amendment to Article 92The words “of which extended notice has been given in accordance with section 142 of the Act” is being removed in Article 92 as “extended” notice is not a term used in the Companies Act 2014 in relation to the removal of directors (it was a term used in the statute replaced by the Companies Act 2014).New Article 85Section 228(1)(d) of the Companies Act 2014 codifies the common law restriction on the use of company property by directors save to the extent permitted by a company’s constitution. A new Article 85 is being adopted so that our directors may continue to use Pentair plc property pursuant to or in connection with the exercise of performance of their duties, functions and powers as directors or employees; the terms of any contract of service or employment or letter of appointment; and, or in the alternative, any other usage authorized by our Board from time to time.New Article 86Sections 228(1)(e) and 228(2) of the Companies Act 2014 codify the common law rules on directors fettering their independent judgement and the new Article 86 makes it clear that section 228(1)(e) will not restrict anything which may be done by our directors in accordance with the prior authorization of our Board.B-3AmendmentReason for amendmentAmendment to Article 117Article 117 is being amended in order to take account of the new requirements regarding the maintenance of accounting records set out in the Companies Act 2014.Amendments to Articles 35(b), 37, 82, 84, 122, 132(c) and 132(d)Articles 35(b), 37, 82, 84, 122, 132(c) and 132(d) have been updated to refer to our “statutory auditor” to ensure consistency with the terminology of the Companies Act 2014.Moving the subscription clause from the end of our memorandum of association to the end of our articles of associationAs provided for in Schedule 9 of the Companies Act 2014, the subscription clause has been moved from the end of our memorandum of association to the end of our articles of association.B-4APPENDIX CCompanies Act 2014 Amendments to the Memorandum and Articles of Association of Pentair plcC-1Companies Acts 1963 to 2013Act 2014A PUBLIC LIMITED COMPANYMEMORANDUM and ARTICLES OF ASSOCIATIONCONSTITUTIONofPENTAIR PUBLIC LIMITED COMPANY(Amended and restated by Special Resolution dated 2010 May 20142016)
DUBLINC-2Cert. No: 536025Companies Acts 1963 to 20132014A PUBLIC LIMITED COMPANY LIMITED BY SHARESMEMORANDUM OF ASSOCIATIONofPENTAIR PUBLIC LIMITED COMPANY(Amended and restated by Special Resolution dated 2010 May 20142016)1.The name of the Company is Pentair public limited company.2.The Company is to be a public limited company., deemed to be a PLC to which Part 17 of the Companies Act 2014 applies.3.The objects for which the Company is established are:3.1.(a) To carry on the business of a holding company and to co-ordinate the administration, finances and activities of any subsidiary companies or associated companies, to do all lawful acts and things whatever that are necessary or convenient in carrying on the business of such a holding company and in particular to carry on in all its branches the business of a management services company, to act as managers and to direct or coordinate the management of other companies or of the business, property and estates of any company or person and to undertake and carry out all such services in connection therewith as may be deemed expedient by the Company’s board of directors and to exercise its powers as a member or shareholder of other companies.(b)To carry on all or any of the businesses of producers, manufacturers, servicers, buyers, sellers, and distributing agents of and dealers in all kinds of goods, products, merchandise and real and personal property of every class and description; and to acquire, own, hold, lease, sell, mortgage, or otherwise deal in and dispose of such real estate and personal property as may be necessary or useful in connection with said business or the carrying out of any of the purposes of the Company.(c)To acquire by way of merger governed by the laws of the Swiss Confederation under the principle of universal succession the entire business, including all of the assets, liabilities, rights and obligations, howsoever arising, of Pentair Ltd, a company incorporated pursuant to the laws of the Swiss Confederation.3.2.To acquire shares, stocks, debentures, debenture stock, bonds, obligations and securities by original subscription, tender, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.3.3.To facilitate and encourage the creation, issue or conversion of and to offer for public subscription debentures, debenture stocks, bonds, obligations, shares, stocks, and securities and to act as trustees in connection with any such securities and to take part in the conversion of business concerns and undertakings into companies.3.4.To purchase or by any other means acquire any freehold, leasehold or other property and in particular lands, tenements and hereditaments of any tenure, whether subject or not to any charges or encumbrances, for any estate or interest whatever, and any rights, privileges or easements over or in respect of any property, and any buildings, factories, mills, works, wharves, roads, machinery, engines, plant, live and dead stock, barges, vessels or things, and any real or personal property or rights whatsoever which may be necessary for, or may conveniently be used with, or may enhance the value or property of the Company, and to hold or to sell, let, alienate, mortgage, charge or otherwise deal with all or any such freehold, leasehold, or other property, lands, tenements or hereditaments, rights, privileges or easements.C-33.5.To sell or otherwise dispose of any of the property or investments of the Company.3.6.To establish and contribute to any scheme for the purchase of shares in the Company to be held for the benefit of the Company’s employees and to lend or otherwise provide money to such schemes or the Company’s employees or the employees of any of its subsidiary or associated companies to enable them to purchase shares of the Company.3.7.To grant, convey, transfer or otherwise dispose of any property or asset of the Company of whatever nature or tenure for such price, consideration, sum or other return whether equal to or less than the market value thereof and whether by way of gift or otherwise as the Directors shall deem fit and to grant any fee, farm grant or lease or to enter into any agreement for letting or hire of any such property or asset for a rent or return equal to or less than the market or rack rent therefor or at no rent and subject to or free from covenants and restrictions as the Directors shall deem appropriate.3.8.To acquire and undertake the whole or any part of the business, good-will and assets of any person, firm or company carrying on or proposing to carry on any business and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into any arrangement for sharing profits, or for co-operation, or for limiting competition or for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain or sell, mortgage or deal with any shares, debentures, debenture stock or securities so received.3.9.To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, concessions and the like conferring any exclusive or non-exclusive or limited rights to use or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property, rights or information so acquired.3.10.To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as directly to benefit this Company.3.11.To invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may from time to time be determined.3.12.To lend money to and guarantee the performance of the contracts or obligations of any company, firm or person, and the repayment of the capital and principal of, and dividends, interest or premiums payable on, any stock, shares and securities of any company, whether having objects similar to those of this Company or not, and to give all kinds of indemnities.3.13.To engage in currency exchange and interest rate transactions including, but not limited to, dealings in foreign currency, spot and forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and any other foreign exchange or interest rate hedging arrangements and such other instruments as are similar to, or derived from, any of the foregoing whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other exposure or for any other purpose.3.14.To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of, any person, firm or company including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act 19632014 (or any successor legislation) or a subsidiary as therein defined of any such holding company or otherwise associated with the Company in business.3.15.To borrow or secure the payment of money in such manner as the Company shall think fit, and in particular by the issue of debentures, debenture stocks, bonds, obligations and securities of all kinds, either perpetual or terminable and either redeemable or otherwise and to secure the repayment of any money borrowed, raised orC-4owing by trust deed, mortgage, charge, or lien upon the whole or any part of the Company’s property or assets (whether present or future) including its uncalled capital, and also by a similar trust deed, mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake.3.16.To draw, make, accept, endorse, discount, execute, negotiate and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.3.17.To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company, or carrying on any business capable of being conducted so as directly or indirectly to benefit this Company.3.18.To hold in trust as trustees or as nominees and to deal with, manage and turn to account, any real or personal property of any kind, and in particular shares, stocks, debentures, securities, policies, book debts, claims and chases in actions, lands, buildings, hereditaments, business concerns and undertakings, mortgages, charges, annuities, patents, licences, and any interest in real or personal property, and any claims against such property or against any person or company.3.19.To constitute any trusts with a view to the issue of preferred and deferred or other special stocks or securities based on or representing any shares, stocks and other assets specifically appropriated for the purpose of any such trust and to settle and regulate and if thought fit to undertake and execute any such trusts and to issue, dispose of or hold any such preferred, deferred or other special stocks or securities.3.20.To give any guarantee in relation to the payment of any debentures, debenture stock, bonds, obligations or securities and to guarantee the payment of interest thereon or of dividends on any stocks or shares of any company.3.21.To construct, erect and maintain buildings, houses, flats, shops and all other works, erections, and things of any description whatsoever either upon the lands acquired by the Company or upon other lands and to hold, retain as investments or to sell, let, alienate, mortgage, charge or deal with all or any of the same and generally to alter, develop and improve the lands and other property of the Company.3.22.To provide for the welfare of persons in the employment of or holding office under or formerly in the employment of or holding office under the Company including Directors and ex-Directors of the Company and the wives, widows and families, dependants or connections of such persons by grants of money, pensions or other payments and by forming and contributing to pension, provident or benefit funds or profit sharing or co-partnership schemes for the benefit of such persons and to form, subscribe to or otherwise aid charitable, benevolent, religious, scientific, national or other institutions, exhibitions or objects which shall have any moral or other claims to support or aid by the Company by reason of the locality of its operation or otherwise.3.23.To remunerate by cash payments or allotment of shares or securities of the Company credited as fully paid up or otherwise any person or company for services rendered or to be rendered to the Company whether in the conduct or management of its business, or in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital, or any debentures or other securities of the Company or in or about the formation or promotion of the Company.3.24.To enter into and carry into effect any arrangement for joint working in business or for sharing of profits or for amalgamation with any other company or association or any partnership or person carrying on any business within the objects of the Company.3.25.To distribute in specie or otherwise as may be resolved, any assets of the Company among its members and in particular the shares, debentures or other securities of any other company belonging to this Company or of which this Company may have the power of disposing.3.26.To vest any real or personal property, rights or interest acquired or belonging to the Company in any person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company.3.27.To transact or carry on any business which may seem to be capable of being conveniently carried on in connection with any of these objects or calculated directly or indirectly to enhance the value of or facilitate the realisation of or render profitable any of the Company’s property or rights.C-53.28.To accept stock or shares in or debentures, mortgages or securities of any other company in payment or part payment for any services rendered or for any sale made to or debt owing from any such company, whether such shares shall be wholly or partly paid up.3.29.To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company or which the Company shall consider to be preliminary thereto and to issue shares as fully or in part paid up, and to pay out of the funds of the Company all brokerage and charges incidental thereto.3.30.To procure the Company to be registered or recognised in any part of the world.3.31.To do all or any of the matters hereby authorised in any part of the world or in conjunction with or as trustee or agent for any other company or person or by or through any factors, trustees or agents.3.32.To make gifts, pay gratuities or grant bonuses to current and former Directors (including substitute and alternate directors), officers or employees of the Company or to make gifts or pay gratuities to any person on their behalf or to charitable organisations, trusts or other bodies corporate nominated by any such person.3.33.To do all such other things that the Company may consider incidental or conducive to the attainment of the above objects or as are usually carried on in connection therewith.3.34.To carry on any business which the Company may lawfully engage in and to do all such things incidental or conducive to the business of the Company.3.35.To make or receive gifts by way of capital contribution or otherwise.The objects set forth in any sub-clausedate of this clause shall be regarded as independent objects and shall not, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the Company. None of such sub-clauses or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned in the first sub-clause of this clause, but the Company shall have full power to exercise all or any of the powers conferred by any part of this clause in any part of the world notwithstanding that the business, property or acts proposed to be transacted, acquired or performed do not fall within the objects of the first sub-clause of this clause.NOTE:It is hereby declared that the word “company” in this clause, except where used in reference to this Company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Ireland or elsewhere and the intention is that the objects specified in each paragraph of this clause shall except where otherwise expressed in such paragraph be in no way limited or restricted by reference to or inference from the terms of any other paragraph.4.The share capital of the Company is US$4,260,000 and €40,000 divided into 426,000,000 Ordinary Shares of US$0.01 each and 40,000 Ordinary Shares of €1.00 each.5.The liability of the members is limited.6.The shares forming the capital, increased or reduced, may be increased or reduced and be divided into such classes and issued with any special rights, privileges and conditions or with such qualifications as regards preference, dividend, capital, voting or other special incidents, and be held upon such terms as may be attached thereto or as may from time to time be provided by the original or any substituted or amended articles of association and regulations of the Company for the time being, but so that where shares are issued with any preferential or special rights attached thereto such rights shall not be alterable otherwise than pursuant to the provisions of the Company’s articles of association for the time being.C-6We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association and we agree to take the number of shares in the capital of the company set opposite our respective names.Names, addresses and descriptions of subscribersNumber of shares taken by each subscriberFor and on behalf ofEnceladus Holding Limited39,994 Ordinary Shares of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofDJR Nominees LimitedOne Ordinary Share of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofOne Ordinary Share of One Euro eachFand LimitedArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofArthur Cox Nominees LimitedOne Ordinary Share of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofArthur Cox Registrars LimitedOne Ordinary Share of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofArthur Cox Trust Services LimitedOne Ordinary Share of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofArthur Cox Trustees LimitedOne Ordinary Share of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2SolicitorC-7Dated the 26th day of November 2013Witness to the above signatures:Name:Emma HickeyAddress:ARTHUR COX BUILDINGEARLSFORT TERRACEDUBLIN 2Occupation:COMPANY SECRETARYC-8COMPANIES ACTS 1963 TO 2013COMPANIES ACT 2014A PUBLIC LIMITED COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATION-of-PENTAIR PUBLIC LIMITED COMPANY(Amended and restated by Special Resolution dated 2010 May 20142016)PRELIMINARY1.The regulations contained in Table A in the First Schedule toprovisions set out in these articles of association shall constitute the whole of the regulations applicable to the Company and no “optional provision” as defined by section 1007(2) of the Companies Act 1963(with the exception of sections 83 and 84) shall not apply to the Company.2.(a) In these articles:“1983 Act” means the Companies (Amendment) Act 1983.“1990 Act” means the Companies Act 1990 (No. 33 of 1990).“1996 Regulations” means the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996, S.I. No. 68 of 1996, including any modification thereof or any regulations in substitution thereof made under Section 239 of the Companies Act 1990 Act and for the time being in force.“2013 Act” means the Companies (Miscellaneous Provisions) Act 2013.“Act” means the Companies Act 1963 (No. 33 of 1963) as amended by the Companies Acts 1977 to 2012 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, the Companies (Amendment) Act 2009, the Companies (Miscellaneous Provisions) Act 2009, the Companies (Amendment) Act 2012 and the Companies (Miscellaneous Provisions) Act 2013, all enactments which are to be read as one with, or construed or read together as one with, the Acts and every statutory modification and re-enactment thereof for the time being in force.“Acts” means the Companies Acts 1963 to 2005 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, the Companies (Amendment) Act 2009, the Companies (Miscellaneous Provisions) Act 2009, the Companies (Amendment) Act 2012 and the Companies (Miscellaneous Provisions) Act 2013, all enactmentsAct, all statutory instruments which are to be read as one with, or construed or read together as one with, the Companies Act or Acts and every statutory modification and re-enactment thereof for the time being in force.“address” includes any number or address used for the purposes of communication by way of electronic mail or other electronic communication.“Assistant Secretary” means any person appointed by the Secretary from time to time to assist the Secretary.“Beneficially Own” or “Beneficially Owned”, with respect to shares or other securities of the Company and any person, shall mean shares or other securities of the Company of which such person is, directly or indirectly, the Beneficial Owner.“Beneficial Owner”, with respect to shares or other securities of the Company, shall mean such person which Beneficially Owns such shares or other securities, within the meaning of Section 13(d) of the Exchange Act and the rules and regulations thereunder (including for the avoidance of doubt any shares or other securities that such person directly owns), provided that (a) the determination as to whether a person has Beneficial Ownership of a share or other security pursuant to Rule 13d-3(d)(1) under the Exchange Act shall be made without regardC-9to whether or not such person has the right to acquire beneficial ownership of such share or other security within sixty days, (b) a person shall be deemed to be the Beneficial Owner of shares or other securities which are the subject of, or the reference securities for, or that underlie, any derivative security (as defined under Rule 16a-1 under the Exchange Act) held by such person that increase in value as the value of the underlying share or other security increases, including a long convertible security, a long call option and a short put option position and such underlying shares or other securities shall be deemed to be owned, in each case, regardless of whether (i) such derivative security conveys any voting rights in such shares or other securities, (ii) such derivative security is required to be, or is capable of being, settled through delivery of such shares or other securities or (iii) transactions hedge the economic effect of such derivative security, (c) a person shall be deemed to have beneficial ownership over shares or other securities for which such person holds a proxy or other contractual voting power (including contingent rights) unless such voting power arises solely from a revocable proxy or consent given to such person in response to a public proxy or consent solicitation made generally to all holders of such shares or other securities pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (d) the Board or a committee designated by the Board may set out further details regarding the determination of Beneficial Ownership in separate regulations.When two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of shares or other securities of the Company, the group formed thereby shall be considered to be one person that beneficially owns all shares or other securities owned by the group in the aggregate (as may be further set out by the Board or a committee designated by the Board in separate regulations)“Clear Days” in relation to the period of notice, means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.“Chairman” means the Director who is elected by the Directors from time to time to preside as chairman at all meetings of the Board and at general meetings of the Company.“Companies Act” means the Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force.“CSD Regulation” means any regulation of the European Parliament and of the Council on improving securities settlement in the European Union and on central securities depositories and amending Directive 98/26/EC.“electronic communication” has the meaning given to those words in the Electronic Commerce Act 2000.“electronic signature” has the meaning given to those words in the Electronic Commerce Act 2000.“Exchange Act” means the Securities Exchange Act of 1934, as amended, of the United States of America.“IAS Regulation” means Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of internal accounting standards.“Ordinary Resolution” means an ordinary resolution of the Company’s members of which the requisite notice has been given and which has been passed by a simple majority of those present in person or by proxy at the meeting and who were entitled to vote.“Properly Authenticated Dematerialised Instruction” has the meaning given to it in the 1996 Regulations.“person” means any individual, general or limited partnership, corporation, association, trust, estate, company (including a limited liability company) or any other entity or organisation including a government, a political subdivision or agency or instrumentality thereof, statement.provided that for purposes of determining Beneficial Ownership and voting rights, those associated through capital, voting power, joint management or in any other way, or joining for the acquisition of shares, as well as all persons achieving an understanding or forming a syndicate or otherwise acting in concert to circumvent the regulations concerning the limitation on registration or voting, shall be regarded as one person.“public announcement” means disclosure in a press release reported by a national news service or in a document publicly filed by the Company with the U.S. Securities and Exchange Commission pursuant to section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.C-10“Redeemable Shares” means redeemable shares in accordance with section 206 of the 1990 ActActs.“Register” means the register of members to be kept as required in accordance with section 116 of the ActActs.“Relevant System” has the meaning given to it in the 1996 Regulations.“Special Resolution” means a special resolution of the Company’s members within the meaning of section 141 of the ActActs.“subsidiary” has the meaning given to it in section 155 of the ActActs.“the Company” means the company whose name appears in the heading to these articles.“the Directors” or “the Board” means the directors from time to time and for the time being of the Company or the directors present at a meeting of the board of directors and includes any person occupying the position of director by whatever name called.“the Group” means the Company and its subsidiaries from time to time and for the time being.“the Holder” in relation to any share, means the member whose name is entered in the Register as the holder of the share or, where the context permits, the members whose names are entered in the Register as the joint holders of shares.“the Office” means the registered office from time to time and for the time being of the Company.“the seal” means the common seal of the Company and includes any duplicate seal.“the Secretary” means any person appointed to perform the duties of the secretary of the Company.“these articles” means the articles of association of which this article 2 forms part, as the same may be amended and may be from time to time and for the time being in force.“Variation Resolution” means a resolution of the Company’s members passed by a two-thirds majority of those present in person or by proxy at a meeting of the Company’s members who are entitled to attend and vote at such meeting.(b)Expressions in these articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form except as provided in these articles and/or where it constitutes writing in electronic form sent to the Company, and the Company has agreed to its receipt in such form. Expressions in these articles referring to execution of any document shall include any mode of execution whether under seal or under hand or any mode of electronic signature as shall be approved by the Directors. Expressions in these articles referring to receipt of any electronic communications shall, unless the contrary intention appears, be limited to receipt in such manner as the Company has approved.(c)Unless the contrary intention appears, words or expressions contained in these articles shall bear the same meaning as in the Acts or in any statutory modification thereof in force at the date at which these articles become binding on the Company.(d)A reference to a statute or statutory provision shall be construed as a reference to the laws of Ireland unless otherwise specified and includes:(i)any subordinate legislation made under it including all regulations, by-laws, orders and codes made thereunder;(ii)any repealed statute or statutory provision which it re-enacts (with or without modification); and(iii)any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it.C-11(e)The masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural, and vice versa, and words importing persons shall include firms or companies.(f)Reference to US$, USD, or dollars shall mean the currency of the United States of America and to €, euro, EUR or cent shall mean the currency of Ireland.SHARE CAPITAL AND VARIATION OF RIGHTS3.(a) The share capital of the Company is US$4,260,000 and €40,000 divided into 426,000,000 Ordinary Shares of US$0.01each and 40,000 Ordinary Shares of €1.00 each.(b)The rights and restrictions attaching to the ordinary shares shall be as follows:(i)subject to the right of the Company to set record dates for the purposes of determining the identity of members entitled to notice of and/or to vote at a general meeting, the right to attend and speak at any general meeting of the Company and to exercise one vote per ordinary share held at any general meeting of the Company;(ii)the right to participate pro rata in all dividends declared by the Company; and(iii)the right, in the event of the Company’s winding up, to participate pro rata in the total assets of the Company.The rights attaching to the ordinary shares may be subject to the terms of issue of any series or class of preferred shares allotted by the Directors from time to time.(c)AnUnless the Board specifically elects to treat such acquisition as a purchase for the purposes of the Acts, an ordinary share shall be deemed to be a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company and any third party pursuant to which the Company acquires or will acquire ordinary shares, or an interest in ordinary shares, from such third party. In these circumstances, the acquisition of such shares or interest in shares by the Company shall constitute the redemption of a Redeemable Share in accordance with Part XI of the 1990 ActActs.4.Subject to the provisions of Part XI of the 1990 ActActs and the other provisions of this article, the Company may:(a)pursuant to section 207 of the 1990 ActActs, issue any shares of the Company which are to be redeemed or are liable to be redeemed at the option of the Company or the member on such terms and in such manner as may be determined by the Company in general meeting (by Special Resolution) on the recommendation of the Directors; or(b)subject to and in accordance with the provisions of the Acts and without prejudice to any relevant special rights attached to any class of shares, pursuant to section 211 of the 1990 ActActs, purchase any of its own shares (including any Redeemable Shares and without any obligation to purchase on any pro rata basis as between members or members of the same class) and may cancel any shares so purchased or hold them as treasury shares (as defined in section 209 of the 1990 ActActs) and may reissue any such shares as shares of any class or classes.(c)pursuant to Section 210 of the 1990 ActActs, convert any of its shares into redeemable shares.5.Without prejudice to any special rights previously conferred on the Holders of any existing shares or class of shares, any share in the Company may be issued with such preferred or deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine.6.(a) Subject to the provisions of these articles relating to new shares, the shares shall be at the disposal of the Directors, and they may (subject to the provisions of the Acts) allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its members, but so that no share shall be issued at a discount save in accordance with sections 26(5) and 28 of the 1983 Actthe Acts, and so that, in the case of shares offered to the public for subscription, theC-12amount payable on application on each share shall not be less than one-quarter of the nominal amount of the share and the whole of any premium thereon.(b)Subject to any requirement to obtain the approval of members under any laws, regulations or the rules of any stock exchange to which the Company is subject, the Board is authorised, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the Board deems advisable, options to purchase or subscribe for such number of shares of any class or classes or of any series of any class as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued.(c)The Directors are, for the purposes of section 20 of the 1983 ActActs, generally and unconditionally authorised to exercise all powers of the Company to allot and issue relevant securities (as defined by the said section 20Acts) up to the amount of Company’s authorised share capital and to allot and issue any shares purchased by the Company pursuant to the provisions of Part XI of the 1990 ActActs and held as treasury shares and this authority shall expire five years from the date of adoption of these articles.The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement notwithstanding that the authority hereby conferred has expired.(d)The Directors are hereby empowered pursuant to sections 23 and 24(1) of the 1983 ActActs to allot equity securities within the meaning of the said section 23Acts for cash pursuant to the authority conferred by paragraph (c) of this article as if section 23(1) of the said 1983 ActActs did not apply to any such allotment. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this paragraph (d) had not expired.(e)Nothing in these articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by any allottee in favour of some other person7.The Company may pay commission to any person in consideration of a person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company on such terms and subject to such conditions as the Directors may determine, including, without limitation, by paying cash or allotting and issuing fully or partly paid shares or any combination of the two. The Company may also, on any issue of shares, pay such brokerage as may be lawful.8.Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder.9.No person shall be entitled to a share certificate in respect of any ordinary share held by them in the share capital of the Company, whether such ordinary share was allotted or transferred to them, and the Company shall not be bound to issue a share certificate to any such person entered in the Register.10.The Company shall not give, whether directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in its holding company, except as permitted by section 60 of the ActActs.11.(a) The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Directors, at any time, may declare any share to be wholly or in part exempt from the provisions of this article. The Company’s lien on a share shall extend to all moneys payable in respect of it.(b)The Company may sell in such manner as the Directors determine any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen Clear Days after notice demanding payment, and stating that if the notice is not complied with the share may be sold, has been given to the Holder of the share or to the person entitled to it by reason of the death or bankruptcy of the Holder.C-13(c)To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the share sold to, or in accordance with the directions of, the purchaser. The transferee shall be entered in the Register as the Holder of the share comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the sale, and after the name of the transferee has been entered in the Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.(d)The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable and any residue (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) shall be paid to the person entitled to the shares at the date of the sale.12.(a) Subject to the terms of allotment, the Directors may make calls upon the members in respect of any moneys unpaid on their shares and each member (subject to receiving at least fourteen Clear Days’ notice specifying when and where payment is to be made) shall pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may be revoked before receipt by the Company of a sum due thereunder, in whole or in part and payment of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.(b)A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.(c)The joint Holders of a share shall be jointly and severally liable to pay all calls in respect thereof.(d)If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Acts) but the Directors may waive payment of the interest wholly or in part.(e)An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these articles shall apply as if that amount had become due and payable by virtue of a call.(f)Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the Holders in the amounts and times of payment of calls on their shares.(g)The Directors, if they think fit, may receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may pay (until the same would, but for such advance, become payable) interest at such rate, not exceeding (unless the Company in general meeting otherwise directs) 15% per annum, as may be agreed upon between the Directors and the member paying such sum in advance.(h)(i) If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors, at any time thereafter and during such times as any part of the call or instalment remains unpaid, may serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.(ii)The notice shall name a further day (not earlier than the expiration of fourteen Clear Days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.(iii)If the requirements of any such notice as aforesaid are not complied with then, at any time thereafter before the payment required by the notice has been made, any shares in respect of which the notice has been given may be forfeited by a resolution of the Directors to that effect. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.C-14(iv)On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the member sued is entered in the Register as the Holder, or one of the Holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the member sued, in pursuance of these articles, and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.(i)A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal such a share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the share to that person. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and thereupon he shall be registered as the Holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.(j)A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but nevertheless shall remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, without any deduction or allowance for the value of the shares at the time of forfeiture but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.(k)A statutory declaration that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited on the date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.(l)The provisions of these articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.(m)The Directors may accept the surrender of any share which the Directors have resolved to have been forfeited upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it has been forfeited.TRANSFER OF SHARES13.(a) The instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary, an Assistant Secretary or any such person that the Secretary or an Assistant Secretary nominates for that purpose (whether in respect of specific transfers or pursuant to a general standing authorisation), and the Secretary, Assistant Secretary or the relevant nominee shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the members in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class and number of shares agreed to be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor or the Secretary, Assistant Secretary or the relevant nominee as agent for the transferor, be deemed to be a proper instrument of transfer for the purposes of section 81 of the ActActs. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered on the Register in respect thereof, and neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine.(b)The Company, at its absolute discretion, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any dividends payable to the transferee of those shares and (iii) claim a first and permanent lien on the shares on which stamp duty hasC-15been paid by the Company or its subsidiary for the amount of stamp duty paid. The Company’s lien shall extend to all dividends paid on those shares.(c)Notwithstanding the provisions of these articles and subject to any regulations made under section 239 of the 1990Companies Act 1990 or section 1086 of the Companies Act, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with regulations made under section 239 of the 1990Companies Act or any regulations made thereunder1990 or section 1086 of the Companies Act. The Directors shall have power to permit any class of shares to be held in uncertificated form and to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these articles with respect to the requirement for written instruments of transfer and share certificates (if any), in order to give effect to such regulations.14.Subject to such of the restrictions of these articles and to such of the conditions of issue of any share warrants as may be applicable, the shares of any member and any share warrant permitted to be issued by the Acts may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve.15.(a) The Directors in their absolute discretion and without assigning any reason therefor may decline to register:(i)any transfer of a share which is not fully paid; or(ii)any transfer to or by a minor or person of unsound mind;but this shall not apply to a transfer of such a share resulting from a sale of the share through a stock exchange on which the share is listed.(b)The Directors may decline to recognise any instrument of transfer unless:(i)the instrument of transfer is accompanied by any evidence the Directors may reasonably require to show the right of the transferor to make the transfer;(ii)the instrument of transfer is in respect of one class of share only;(iii)the instrument of transfer is in favour of not more than four transferees; and(iv)it is lodged at the Office or at such other place as the Directors may appoint.16.If the Directors refuse to register a transfer, they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.17.(a) The Directors may from time to time fix a record date for the purposes of determining the rights of members to notice of and/or to vote at any general meeting of the Company. The record date shall not precede the date upon which the resolution fixing the record date is adopted by the Directors, and the record date shall be not more than 60 nor less than ten days before the date of such meeting. If no record date is fixed by the Directors, the record date for determining members entitled to notice of or to vote at a meeting of the members shall be the close of business on the day next preceding the day on which notice is given. Unless the Directors determine otherwise, a determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment or postponement of the meeting.(b)In order that the Directors may determine the members entitled to receive payment of any dividend or other distribution or allotment of any rights or the members entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 nor less than 10 days prior to such action. If no record date is fixed, the record date for determining members for such purpose shall be at the close of business on the day on which the Directors adopt the resolution relating thereto.18.Registration of transfers may be suspended at such times and for such period, not exceeding in the whole 30 days in each year, as the Directors may from time to time determine subject to the requirements of section 121 of the ActActs.C-1619.All instruments of transfer shall upon their being lodged with the Company remain the property of the Company and the Company shall be entitled to retain them.20.Subject to the provisions of these articles, whenever as a result of a consolidation of shares or otherwise any members would become entitled to fractions of a share, the Directors may sell or cause to be sold, on behalf of those members, the shares representing the fractions for the best price reasonably obtainable to any person and distribute the proceeds of sale (subject to any applicable tax and abandoned property laws) in due proportion among those members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.21.Notwithstanding the provisions of these articles and subject to any CSD Regulation or any regulations made under section 239 of the 1990Companies Act 1990 or section 1086 of the Companies Act, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with any CSD Regulation or section 239 of the 1990Companies Act 1990 or section 1086 of the Companies Act or any regulations made thereunder. The Directors shall have power to permit any class of shares to be held in uncertificated form and to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these articles with respect to the requirement for written instruments of transfer and share certificates, in order to give effect to such regulations.TRANSMISSION OF SHARES22.In the case of the death of a member, the survivor or survivors where the deceased was a joint Holder, and the personal representatives of the deceased where he was a sole Holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint Holder from any liability in respect of any share which had been jointly held by him with other persons.23.Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as herein provided, elect either to be registered himself as Holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the shares by that member before his death or bankruptcy, as the case may be.24.If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have another person registered, he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice of transfer were a transfer signed by that member.25.A person becoming entitled to a share by reason of the death or bankruptcy of the Holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to the meetings of the Company, so, however, that the Directors may at any time give notice requiring such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 days, the Directors may thereupon withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.ALTERATION OF CAPITAL26.The Company may from time to time by Variation Resolution increase the authorised share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.27.The Company may by Ordinary Resolution:(a)consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;(b)subdivide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association subject, nevertheless, to section 68(1)(d) of the ActActs; orC-17(c)cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled.28.The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with and subject to any incident authorised, and consent required, by law.GENERAL MEETINGS29.The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. This article shall not apply in the case of the first general meeting, in respect of which the Company shall convene the meeting within the time periods required by the Act.30.Subject to section 140 of the ActActs, all general meetings of the Company may be held outside of Ireland.31.All general meetings other than annual general meetings shall be called extraordinary general meetings.32.The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided in section 132 of the ActActs.33.All provisions of these articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the Holders of any class of shares in the capital of the Company, except that:(a)the necessary quorum shall be such person or persons holding or representing by proxy (whether or not such Holder actually exercises his voting rights in whole, in part or at all at the relevant general meeting) at least a majority in nominal value of the issued shares of the class, shall be deemed to constitute a meeting;(b)any Holder of shares of the class present in person or by proxy may demand a poll; and(c)on a poll, each Holder of shares of the class shall have one vote in respect of every share of the class held by him.34.A Director shall be entitled, notwithstanding that he is not a member, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company.NOTICE OF GENERAL MEETINGS35.(a) Subject to the provisions of the Acts allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting shall be called by not less than 21 Clear Days’ notice.(b)Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a member of the Company. It shall also give particulars of any Directors who are to retire at the meeting and of any persons who are recommended by the Directors for appointment or re-appointment as Directors at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re-appointment as Directors at the meeting. Provided that the latter requirement shall only apply where the intention to propose the person has been received by the Company in accordance with the provisions of these articles. Subject to any restrictions imposed on any shares, the notice of the meeting shall be given to all the members of the Company as of the record date set by the Directors and to the Directors and the Auditorsstatutory auditors.(c)The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.C-1836.Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than twenty-eight days (or such shorter period as the Acts permit) before the meeting at which it is moved, and the Company shall give to the members notice of any such resolution as required by and in accordance with the provisions of the Acts.PROCEEDINGS AT GENERAL MEETINGS37.All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Directors and auditors, the election of Directors, the re-appointment of the retiring auditors and the fixing of the remuneration of the auditors.:(a)the consideration of the Company’s statutory financial statements and the report of the directors and the report of the statutory auditors on those statements and that report;(b)the review by the members of the Company’s affairs;(c)the declaration of a dividend (if any) of an amount not exceeding the amount recommended by the directors;(d)the authorisation of the directors to approve the remuneration of the statutory auditors;(e)the election and re-election of directors; and(f)(subject to sections 380 and 382 to 385 of the Act) the appointment or re-appointment of Auditors.38. At any annual general meeting of the members, only such nominations of persons for election to the Board shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual general meeting, and proposals of other business to be properly brought before an annual meeting, nominations and proposals of other business must be: (a) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly made at the annual general meeting, by or at the direction of the Board or (c) otherwise properly requested to be brought before the annual general meeting by a member of the Company in accordance with these articles. Forarticlesor, in the case of Director nominations made pursuant to article 96(b) below, properly executed by an owner (as defined in article 96(b)) in accordance with the provisions of such article.Except as provided otherwise in article 96(b),Ffor nominations of persons for election to the Board or proposals of other business to be properly requested by a member to be made at an annual general meeting, a member must (i) be a member at the time of giving of notice of such annual general meeting by or at the direction of the Board and at the time of the annual general meeting, (ii) be entitled to vote at such annual general meeting and (iii) comply with the procedures set forth in these articles as to such business or nomination. The immediately preceding sentenceand/or article 96(b) shall be the exclusive means for a memberor an owner to make nominationsand/or other business proposals (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before an annual general meeting of members.39.At any extraordinary general meeting of the members, only such business shall be conducted or considered, as shall have been properly brought before the meeting pursuant to the Company’s notice of meeting. To be properly brought before an extraordinary general meeting, proposals of business must be (a) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the extraordinary general meeting, by or at the direction of the Board, or (c) otherwise properly brought before the meeting by any members of the Company pursuant to the valid exercise of power granted to them under the Acts.40.Nominations of persons for election to the Board may be made at an extraordinary general meeting of members at which directors are to be elected pursuant to the Company’s notice of meeting (a) by or at the direction of the Board, (b) by any members of the Company pursuant to the valid exercise of power granted to them under the Acts, or (c) provided that the Board has determined that directors shall be elected at such meeting, by any member of the Company who (i) is a member at the time of giving of notice of such extraordinary general meeting and at the time of the extraordinary general meeting, (ii) is entitled to vote at the meeting and (iii) complies with the procedures set forth in these articles as to such nomination. The immediately preceding sentence shall be the exclusive means for a member to make nominations (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before an extraordinary general meeting of members.C-1941.Except as otherwise provided by law, the memorandum of association or these articles, the Chairman of any general meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the general meeting was made or proposed, as the case may be, in accordance with these articles and, if any proposed nomination or other business is not in compliance with these articles, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded.42.No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. The Holders of shares, present in person or by proxy (whether or not such Holder actually exercises his voting rights in whole, in part or at all at the relevant general meeting), entitling them to exercise a majority of the voting power of the Company on the relevant record date shall constitute a quorum. Abstentions and broker non-votes will be regarded as present for the purposes of establishing the presence of a quorum.43.Any general meeting duly called at which a quorum not present shall be adjourned and the Company shall provide notice pursuant to article 35 in the event that such meeting is to be reconvened.44.The Chairman, if any, of the Board shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting.45.If at any meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be Chairman of the meeting.46.The Chairman shall have all powers and authority necessary and appropriate to ensure the orderly conduct of the general meeting, including the power and authority to adjourn the meeting. The Chairman of the meeting may at any time without the consent of the meeting adjourn the meeting to another time and/or place if, in his opinion, it would facilitate the conduct of the business of the meeting to do so or if he is so directed by the Board. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.47.At any general meeting a resolution put to the vote of the meeting shall be decided on a poll. The Board or the Chairman may determine the manner in which the poll is to be taken and the manner in which the votes are to be counted. For avoidance of doubt, no resolution of the members may be passed as written resolution under the Acts or otherwise.48.A poll demanded on the election of the Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that on which the poll has been demanded may be proceeded with pending the taking of the poll.49.No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. On a poll, a Holder entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.ADVANCE NOTICE OF MEMBER BUSINESS AND NOMINATIONS50. Without qualification or limitation, subject to article 60, for any nominations or any other business to be properly brought before an annual general meeting by a member pursuant to article 38, the member must have given timely notice thereof (including, in the case of nominations, the completed and signed questionnaire, representation and agreement required by article 61)61or article 96(b), as applicable), in writing to the Secretary, and such other business must otherwise be a proper matter for member action.51.To be timely, a member’s noticeaction; provided, however, that if such member wishes to have their nomination or nominations for any nominations or any other business to be properly brought before anDirector included in the Company’s proxy materials for the applicable annual general meeting, by athen such member pursuant to article 38 shall be delivered to the Secretary at the Office not earlier than the close of business on the 70th calendar day nor later than the 45th calendar day prior to the first anniversary of the day of release to members of the Company’s definitive proxy statement (or in the case of the first annual general meeting of the Company, the definitive proxy statement of Pentair Ltd.) issued pursuant to Regulation 14A of the Exchange Act in respect of the preceding year’s annual general meeting; provided however, in the event that no annual general meeting of the members was held in the previous year (other than in respect of the first annual general meeting of the Company) or the date of the annual general meeting is changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice by the member must be so delivered not earlier than the close of business on the 100th calendar day prior to the date of such annual general meeting and not later than the close of business on (a) 75 calendar days prior to the day of the contemplated annual general meeting or (b) the 10th calendar day after the day on which publicC-20announcement or other notification to the members of the date of the contemplated annual general meeting is first made by the Company. In no event shall any adjournment or postponement of an annual general meeting, or the public announcement thereof, commence a new time period for the giving of a member’s notice as described above.52.Subject to article 60, in the event the Company calls an extraordinary general meeting of members for the purpose of electing one or more directors to the Board, any member may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting, provided that the member gives timely notice thereof (including the completed and signed questionnaire, representation and agreement required by article 61), in writing, to the Secretary.53.To be timely, a member’s notice for any nomination to be properly brought before such an extraordinary general meeting shall be delivered to the Secretary at the Office not earlier than the close of business on the 90th calendar day prior to the date of such extraordinary general meeting and not later than the later of the close of business on (a) the 60th calendar day before the date of the extraordinary general meeting or (b) the date that is ten days after the day on which public announcement of the date of the extraordinary general meeting and of the nominees proposed by the Board to be elected at such meeting is first made by the Company. In no event shall any adjournment or postponement of an extraordinary general meeting, or the public announcement thereof, commence a new time period for the giving of a member’s notice as described above.54.To be in proper form, a member’s notice (whether given pursuant to articles 50-51 or articles 52-53) to the Secretary must include the following, as applicable:55.As to the member givingcomply with the notice and the Beneficial Owner or Beneficial Owners, if any, on whose behalf the nomination or proposal is made, a member’s notice must set forth: (a) the name and address of such member, as they appear on the Company’s books, of such Beneficial Owner or Beneficial Owners, if any, and of their respective affiliates or associates or others acting in concert therewith, (b) (i) the class or series and number of shares of the Company which are, directly or indirectly, Beneficially Owned and owned of record by such member, such Beneficial Owner or Beneficial Owners and their respective affiliates or associates or others acting in concert therewith, (ii) any option, warrant, convertible security, share appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Company, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Company, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Company, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Company, through the delivery of cash or other property, or otherwise, and without regard to whether the member, the Beneficial Owner or Beneficial Owners, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company (any of the foregoing, a “Derivative Instrument”) directly or indirectly Beneficially Owned by such member, the Beneficial Owner or Beneficial Owners, if any, or any affiliates or associates or others acting in concert therewith, (iii) any proxy, contract, arrangement, understanding, or relationship pursuant to which such member has a right to vote any class or series of shares of the Company, (iv) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such member, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Company by, manage the risk of share price changes for, or increase or decrease the voting power of, such member with respect to any class or series of the shares of the Company, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Company (any of the foregoing, a “Short Interest”), (v) any rights to dividends on the shares of the Company Beneficially Owned by such member that are separated or separable from the underlying shares of the Company, (vi) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such member is a general partner or, directly or indirectly, Beneficially Owns an interest in a general partner of such general or limited partnership, (vii) any performance-related fees (other than an asset-based fee) that such member is entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, including without limitation any such interests held by members of such member’s immediate family sharing the same household, (viii) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Company held by such member, and (ix) any direct or indirect interest of such member in anyC-21contract with the Company, any affiliate of the Company or any principal competitor of the Company (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (c) a representation that such member intends to appear in person or by proxy at the general meeting to introduce the business specified in the agenda item included in such notice, (d) the dates upon which the member acquired such shares and (e) any other information relating to such member and Beneficial Owner or Beneficial Owners, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Regulation 14A of the Exchange Act.56.If the notice relates to any business other than a nomination of a director or directors that the member proposes to bring before the meeting, a member’s notice must, in addition to the mattersrequirements set forth in article 55, also set forth: (a) a brief description96(b) in lieu of the business desired to be brought before the meeting,notice requirements contained in articles 50-51, 54-59 and the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend these articles, the text of the proposed amendment), (b) such member’s and Beneficial Owner’s or Beneficial Owners’ reasons for conducting such business at the meeting and (c) any material interest of such member and Beneficial Owner or Beneficial Owners, if any, in such business and a description of all agreements, arrangements and understandings between such member and Beneficial Owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such member.61. 57.As to each person, if any, whom the member proposes to nominate for election or re-election to the Board, a member’s notice must, in addition to the matters set forth in article 55, also set forth: (a) the name and residence address of any person or persons to be nominated for election as a Director by such member (b) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such member and Beneficial Owner or Beneficial Owners, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K under the Exchange Act if the member making the nomination and any Beneficial Owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant (c) such other information regarding each nominee proposed by such member as would be required to be disclosed in solicitations of proxies for contested elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board and (d) the written consent of each nominee to be named in a proxy statement and to serve as a Director of the Company if so elected.58.With respect to each person, if any, whom the member proposes to nominate for election or re-election to the Board, a member’s notice must, in addition to the matters set forth in articles 55 and 57 above, also include a completed and signed questionnaire, representation and agreement required by article 61. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable member’s understanding of the independence, or lack thereof, of such nominee.59.Notwithstanding the provisions of these articles, a member shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in articles 50-61; provided, however, that any references in these articles to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these articles with respect to nominations or proposals as to any other business to be considered pursuant to articles 37-41.60. Nothing in these articles shall be deemed to affect any rights (a) of members to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of members of the Company to bring business before an extraordinary general meeting pursuant to the valid exercise of power granted to them under the Acts. Subject to Rule 14a-8 under the Exchange Act,and except as provided otherwise in article 96(b), nothing in these articles shall be construed to permit any member, or give any member the right, to include or have disseminated or described in the Company’s proxy statement any nomination of director or directors or any other business proposal. 61.Subject to the rights of members of the Company to propose nominations at an extraordinary general meeting pursuant to the valid exercise of power granted to them under the Acts, to be eligible to be a nominee for election or re-election as a director of the Company, a person must deliver (in accordance with the time periods prescribed for delivery of noticeC-22under articles 51 and 53) to the Secretary at the Office a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and, if elected as a director of the Company during his or her term office, will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply with all applicable corporate governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Company publicly disclosed from time to time.VOTES OF MEMBERS62.Subject to article 64 and any special rights or restrictions as to voting for the time being attached by or in accordance with these articles to any class of shares, on a poll every member who is present in person or by proxy shall have one vote for each share of which he is the Holder.63.When there are joint Holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Holders; and for this purpose, seniority shall be determined by the order in which the names stand in the Register.64.(a) A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether in Ireland or elsewhere) in matters concerning mental disorder, may vote, by his committee, receiver, guardian or other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the Office or at such other address as is specified in accordance with these articles for the receipt of appointments of proxy, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.(b)If the Company is listed on any foreign stock exchange the Company shall be permitted to comply with the relevant rules and regulations (if any) that are applied in that jurisdiction with regard to this article 64, notwithstanding anything contained in this article 64.(c)No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive.65.Votes may be given either personally or by proxy.66.(a) Every member entitled to attend and vote at a general meeting may appoint one or more proxies to attend, speak and vote on his behalf. The appointment of a proxy shall be in any form consistent with the Acts which the Directors may approve and, if required by the Company, shall be signed by or on behalf of the appointor. In relation to written proxies, a body corporate may sign a form of proxy under its common seal or under the hand of a duly authorised officer thereof or in such other manner as the Directors may approve. A proxy need not be a member of the Company. The appointment of a proxy in electronic or other form shall only be effective in such manner as the Directors may approve. An instrument of other form of communication appointing or evidencing the appointment of a proxy or a corporate representative (other than a standing proxy or representative) together with such evidence as to its due execution as the board may from time to time require, may be returned to the address or addresses stated in the notice of meeting or adjourned meeting or any other information or communication by such time or times as may be specified in the notice of meeting or adjourned meeting or in any other such information or communication (which times may differ when more than one place is so specified) or, if no such time is specified, at any time prior to the holding of the relevant meeting or adjourned meeting atC-23which the appointee proposes to vote, and, subject to the Acts, if not so delivered the appointment shall not be treated as valid.(b)Without limiting the foregoing, the Directors may from time to time permit appointments of a proxy to be made by means of an electronic or internet communication or facility and may in a similar manner permit supplements to, or amendments or revocations of, any such electronic or internet communication or facility to be made. The Directors may in addition prescribe the method of determining the time at which any such electronic or internet communication or facility is to be treated as received by the Company. The Directors may treat any such electronic or internet communication or facility which purports to be or is expressed to be sent on behalf of a Holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Holder.(c)Without limiting the foregoing, in relation to any shares which are held in uncertificated form, the Directors may from time to time permit appointments of a proxy to be made by means of electronic communication in the form of an Uncertificated Proxy Instruction, (that is, a properly authenticated dematerialised instruction, and or other instruction or notification, which is sent by means of the relevant system concerned and received by such participant in that system acting on behalf of the Company as the Directors may prescribe in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system concerned)); and may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. The Directors may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and or other instruction or notification) is to be treated as received by the Company or such participant. The Directors may treat any such Uncertificated Proxy Instruction which purports to be or is expressed to be sent on behalf of a Holder of a share as sufficient evidence of the authority of a person sending that instruction to send it on behalf of that Holder.67.Any body corporate which is a member of the Company may authorise such person or persons as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company. The Company may require evidence from the body corporate of the due authorisation of such person to act as the representative of the relevant body corporate.68.An appointment of proxy relating to more than one meeting (including any adjournment thereof) having once been received by the Company for the purposes of any meeting shall not require to be delivered, deposited or received again by the Company for the purposes of any subsequent meeting to which it relates.69.Receipt by the Company of an appointment of proxy in respect of a meeting shall not preclude a member from attending and voting at the meeting or at any adjournment thereof. An appointment proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates.70.(a) A vote given in accordance with the terms of an appointment of proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the death or insanity of the principal, or the revocation of the appointment of proxy or of the authority under which the proxy was appointed or of the resolution authorising the representative to act or transfer of the share in respect of which the proxy was appointed or the authorisation of the representative to act was given, provided that no intimation in writing (whether in electronic form or otherwise) of such death, insanity, revocation or transfer shall have been received by the Company at the Office, at least one hour before the commencement of the meeting or adjourned meeting at which the appointment of proxy is used or at which the representative acts; provided, however, that where such intimation is given in electronic form it shall have been received by the Company at least 24 hours (or such lesser time as the Directors may specify) before the commencement of the meeting.(b)The Directors may send, at the expense of the Company, by post, electronic mail or otherwise, to the members forms for the appointment of a proxy (with or without stamped envelopes for their return) for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative.C-24DIRECTORS71.Subject to article 91,93, the number of Directors shall not be less than nine (the “prescribed minimum”) nor more than eleven and shall be determined by the Board (“Authorised Number”). The continuing Directors may act notwithstanding any vacancy in their body provided that, if the number of the Directors is reduced below the prescribed minimum, the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors so that the Board comprises such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. If, at any general meeting of the Company, (a) the Chairman determines that the number of persons properly nominated to serve as Directors exceeds the Authorised Number and (b) the number of Directors is reduced below the Authorised Number due to the failure of one or more Directors to be elected or re-elected (as the case may be) by way of a majority of the votes cast at that meeting or any adjournment thereof, then from the persons properly nominated to serve as Directors those receiving the highest number of votes in favour of election or re-election (as the case may be) shall be elected or re-elected (as the case may be ) to the Board so that the number of Directors equals the Authorised Number and shall be Directors until the next annual general meeting. Where the number of Directors falls to less than the Authorised Number and there are no Director or Directors capable of acting then any two members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to the provisions of the Acts and these articles) only until the conclusion of the annual general meeting of the Company next following such appointment. If, at any meeting of the Company, resolutions are passed by a majority of the votes cast at that meeting or any adjournment thereof in respect of the election or re-election (as the case may be) of Directors which would result in the Authorised Number being exceeded, then those Director(s), in such number as exceeds such Authorised Number, receiving at that meeting the lowest number of votes in favour of election or re-election (as the case may be) shall, notwithstanding the passing of any resolution by a majority of the votes cast at that meeting or any adjournment thereof in their favour, not be elected or re-elected (as the case may be) to the Board; provided, that nothing in this provision will require or result in the removal of a Director whose election or re-election to the Board was not voted on at such meeting.72.Each Director shall be entitled to receive as compensation for such Director’s services as a Director or committee member or for attendance at meetings of the Board or committees, or both, such amounts (if any) as shall be fixed from time to time by the Board or a committee. Each Director shall be entitled to reimbursement for reasonable traveling expenses incurred by such Director in attending any such meeting.73.The Board or a committee may from time to time determine that, all or part of any fees or other compensation payable to any Director shall be provided in the form of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities (including, without limitation, deferred stock units), on such terms as the Board or a committee may determine.74.No shareholding qualification for Directors shall be required. A Director (whether or not a member of the Company) shall be entitled to attend and speak at general meetings.75.Unless the Company otherwise directs, a Director of the Company may be or become a Director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as Holder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest in, such other company.BORROWING POWERS76.Subject to Part III of the 1983 ActActs, the Directors may exercise all the powers of the Company to borrow or raise money, and to mortgage or charge its undertaking, property, assets and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount.POWERS AND DUTIES OF THE DIRECTORS77.The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Acts or by these articles, required to be exercised by the Company in general meeting, subject, nevertheless, to any of these articles and to the provisions of the Acts.78.The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company forC-25such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him. 79.The Company may exercise the powers conferred by section 41 of the Act with regard to havinghave, for use in any place abroad, an official seal for use abroad and such powers shall be vested in the Directors.80.A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with section 194 of the ActActs.81.A Director may vote in respect of any contract, appointment or arrangement in which he is interested, and he shall be counted in the quorum present at the meeting.82.A Director may hold and be remunerated in respect of any other office or place of profit under the Company or any other company in which the Company may be interested (other than the office of statutory auditor of the Company or any subsidiary thereof) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine, and no Director or intending Director shall be disqualified by his office from contracting or being interested, directly or indirectly, in any contract or arrangement with the Company or any such other company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise nor shall any Director so contracting or being so interested be liable to account to the Company for any profits and advantages accruing to him from any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.83.The Directors may exercise the voting powers conferred by shares of any other company held or owned by the Company in such manner in all respects as they think fit and in particular they may exercise their voting powers in favour of any resolution appointing the Directors or any of them as Directors or officers of such other company or providing for the payment of remuneration or pensions to the Directors or officers of such other company.84.Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise a Director or his firm to act as statutory auditor to the Company.85.A Director may use the property of the Company pursuant to or in connection with: the exercise or performance of his or her duties, functions and powers as Director or employee; the terms of any contract of service or employment or letter of appointment; and, or in the alternative, any other usage authorised by the Directors (or a person authorised by the Directors) from time to time; and including in each case for a Director’s own benefit or for the benefit of another person.86.As recognised by section 228(1)(e) of the Act, the directors may agree to restrict their power to exercise an independent judgment but only where this has been expressly approved by a resolution of the board of directors of the Company.87.85. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall from time to time by resolution determine.88.86. The Directors shall cause minutes to be made in books provided for the purpose:(a)of all appointments of officers made by the Directors;(b)of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and(c)of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.89.87. The Directors may procure the establishment and maintenance of or participate in, or contribute to any non-contributory or contributory pension or superannuation fund, scheme or arrangement or life assurance scheme or arrangement for the benefit of, and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benefits or emolumentsC-26to any persons (including Directors or other officers) who are or shall have been at any time in the employment or service of the Company or of any company which is or was a subsidiary of the Company or of the predecessor in business of the Company or any such subsidiary or holding Company and the wives, widows, families, relatives or dependants of any such persons. The Directors may also procure the establishment and subsidy of or subscription to and support of any institutions, associations, clubs, funds or trusts calculated to be for the benefit of any such persons as aforesaid or otherwise to advance the interests and well beingwellbeing of the Company or of any such other Company as aforesaid, or its members, and payments for or towards the insurance of any such persons as aforesaid and subscriptions or guarantees of money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. Provided that any Director shall be entitled to retain any benefit received by him under this article, subject only, where the Acts require, to disclosure to the members and the approval of the Company in general meeting.DISQUALIFICATION OF DIRECTORS90.88. The office of a Director shall be vacated ipso facto if the Director:(a)is restricted or disqualified to act as a Director under the provisions of Part VII of the 1990 ActActs; or(b)resigns his office by notice in writing to the Company or in writing offers to resign and the Directors resolve to accept such offer; or(c)is removed from office under article 92.94.APPOINTMENT, ROTATION AND REMOVAL OF DIRECTORS91.89. At every annual general meeting of the Company, all of the Directors shall retire from office unless re-elected by Ordinary Resolution at the annual general meeting. A Director retiring at a meeting shall retain office until the close or adjournment of the meeting.92.90. If, before the expiration of his or her term of office, a Director should be replaced for whatever reason, the term of office of the newly elected member of the Board shall expire at the end of the term of office of his or her predecessor.93.91. The Company may from time to time by Variation Resolution increase or reduce the minimum or maximum number of Directors as set out in article 71, provided however that if a majority of the Board makes a recommendation to the members to change the minimum or maximum number of Directors, then an Ordinary Resolution to increase or reduce such minimum or maximum number shall be required.94.92. The Company may, by Ordinary Resolution, of which extended notice has been given in accordance with section 142 of the ActActs, remove any Director before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company.95.93. The Company may, by Ordinary Resolution, appoint another person in place of a Director removed from office under article 9294 and without prejudice to the powers of the Directors under article 71 the Company in general meeting by Ordinary Resolution may appoint any person to be a Director either to fill a casual vacancy or as an additional Director, subject to the maximum number of Directors set out in article 71.96. 94.The Directors shall be individuals appointed as follows:(a) The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these articles as the maximum number of Directors. (b) (i) as a Nominator Group, satisfy the notice, ownership and other requirements of this article 96(b) applicable to a Nominator Group; provided that, in the case of a Nominator Group, each member thereof (each a “Group Member”) shall also have satisfied the notice, ownership and other requirements of this article 96(b) applicable to Group Members, and (B) subject to sub-paragraph (x) of this article 96(b), if the Nominator or the Nominator Group, as applicable, so elects, the Nomination Statement (as defined below) furnished by such Nominator or Nominator Group; and (2) include such Shareholder Nominee’s name on any ballot distributed at such annual general meeting and on the Company’s proxy card (as well as any other portal or format through which the Company permits proxies to be submitted) distributed in connection with such annual general meeting. Nothing in this article 96(b) shall limit the Company’s ability to solicit against, and include in its proxy materials its own statements relating to, any Shareholder Nominee, Nominator or Nominator Group, or to include such Shareholder Nominee as a nominee of the Board. 97.95.(ii) The DirectorsAt each annual general meeting, a Nominator or Nominator Group may appoint any person to fill the following positions:(a)Chairman of the Board:If the Directors have elected a Director to be the Chairman, the Chairman shall preside at all meetings of the Board and at general meetings of the Company.(b)Secretary:C-27It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings of the members and Board of the Company, and of its Committees, and to authenticate records of the Company. The Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.A provision of the Acts or these articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.(c)Assistant Secretary:The Assistant Secretary shall have such duties as the Secretary shall determine.(d)Such other officers as the Directors may, from time to time, determine, including but not limited to, chief executive officer, president, chief financial officer,nominate one or more vice presidents, treasurer, controllerShareholder Nominees for election at such meeting pursuant to this article 96(b); provided that the maximum number of Shareholder Nominees nominated by all Nominators and assistant treasurer:The powers and duties of all other officers are at all times subject to the control of the Directors, and any other officer may be removed at any time at the pleasure of the Board. Each officer shall hold office until his or her successor shall have been duly elected or appointed or until his or her prior death, resignation or removal.In addition to the Board’s power to delegate to committees pursuant to article 101,103, the Board may delegate any of its powers to any individual Director or member of the management of the Company or any of its subsidiaries as it sees fit; any such individual shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Board.PROCEEDINGS OF DIRECTORS98.96. (a) The Directors may meet togetherNominator Groups (including Shareholder Nominees that were submitted by a Nominator or Nominator Group for inclusion in the dispatchCompany’s proxy materials pursuant to this article 96(b) but are subsequently withdrawn or that the Board determines to nominate as Board nominees) appearing in the Company’s proxy materials with respect to an annual general meeting shall not exceed the greater of business, adjourn and otherwise regulate their meetings as they may think fit. The quorum necessary for the transaction(1) two nominees or (2) 20% of the businesstotal number of the Directors shall be a majority of the Directors in office atas of the time whenFinal Proxy Access Deadline (as defined below), or if such number is not a whole number, the meeting is convened. Questions arising at any meetingclosest whole number below 20% (the greater of (1) and (2) being the “Maximum Number”). The Maximum Number shall be decidedreduced, but not below zero, by a majority of votes. Each director present and voting shall have one vote.(b)Any Director may participate in a meeting of the Directors by means of telephonic or other such communication whereby all persons participating in the meeting can hear each other speak, and participation in a meeting in this manner shall be deemed to constitute presence in person at such meeting and any Director may be situated in any part of the world for any such meeting.99.97. The Chairman or a majority of the Directors may, and the Secretary on the requisition of the Chairman or a majority of the Directors shall, at any time summon a meeting of the Directors.100.98. The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to these articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors that the Board decides to that numbernominate for re-election who were previously elected to the Board pursuant to (A) a nomination made pursuant to this article 96(b) or (B) an agreement or other arrangement with one or more shareholders to elect such Directors in lieu of summoning a general meetingthem being nominated pursuant to this article 96(b), in each case, at one of the Company butprevious two annual general meetings. If one or more vacancies for no other purpose.101.99. The Directors may elect a Chairman of their meetings and determine the period for which he is to hold office. The Chairman does not need to be a member ofany reason occurs on the Board but if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutestime after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.102.100. In the event of tie vote with respect to any resolution of the Board, the Chairman shall not have a casting or deciding vote.103.101. The Board may from time to time designate committees of the Board and may delegate any of its powers (with power to sub-delegate) to such committees, with such powers and duties as the Board may decide to confer on such committees, and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such delegation may be made subject to any conditions the Board may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. AdequateC-28provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committees.104.102. A committee may elect a chairman of its meeting. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.105.103. All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.106.104. Notwithstanding anything in these articles or in the Acts which might be construed as providing to the contrary, notice of every meeting of the Directors shall be given to all Directors either by mail not less than 48 hoursFinal Proxy Access Deadline but before the date of the applicable annual general meeting by telephone, email,and the Board resolves to reduce the size of the Board in connection therewith, the Maximum Number shall be calculated based on the number of Directors in office as so reduced. Any Nominator or any other electronic means on not lessNominator Group submitting more than 24 hours’ notice, or on such shorter notice as person or persons calling such meeting may deem necessary or appropriate and which is reasonableone Shareholder Nominee for inclusion in the circumstances. Any director may waive any notice requiredCompany’s proxy materials pursuant to this article 96(b) shall rank in its Notice of Proxy Access Nomination such Shareholder Nominees based on the order that the Nominator or Nominator Group desires such Shareholder Nominees to be given under these articles,selected for inclusion in the Company’s proxy materials in the event that the total number of Shareholder Nominees submitted by Nominators or Nominator Groups pursuant to this article 96(b) exceeds the Maximum Number. In the event that the number of Shareholder Nominees submitted by Nominators or Nominator Groups pursuant to this article 96(b) exceeds the Maximum Number, the highest ranking Shareholder Nominee who meets the requirements of this article 96(b) from each Nominator and Nominator Group will be selected for inclusion in the attendance of a director at a meeting shall be deemed to be a waiver by such Director.107.105. A resolution or other document in writing (in electronic form or otherwise) signed (whether by electronic signature, advanced electronic signature or otherwise as approvedCompany’s proxy materials until the Maximum Number is reached, beginning with the highest ranking Shareholder Nominee submitted by the Directors) by all the Directors entitled to receive notice of a meeting of DirectorsNominator or of a committee of Directors shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors, and such resolution or other document or documents when duly signed may be delivered or transmitted (unless the Directors shall otherwise determine either generally or in any specific case) by facsimile transmission, electronic mail or some other similar means of transmitting the contents of documents.THE SEAL108.106.(a) The Directors shall ensure that the Seal (including any official securities seal kept pursuant to the Acts) shall be used only by the authority of the Directors or of a committee authorised by the Directors and that every instrument to which the seal shall be affixed shall be signed by a Director or some other person appointed by the Directors for that purpose.(b)The Company may exercise the powers conferred by the Acts with regard to having an official seal for use abroad and such powers shall be vested in the Directors.DIVIDENDS AND RESERVES109.107. The Company in general meeting may declare dividends, but no dividends shall exceed the amount recommended by the Directors.110.108. The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company.111.109. No dividend or interim dividend shall be paid otherwise than in accordanceNominator Group with the provisionslargest number of Part IVshares disclosed as owned (as defined below) in its respective Notice of the 1983 ActActs.112.110. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may at the like discretion either be employed in the business of the Company or be invested in such investments as the Directors may lawfully determine. The Directors may also, without placing the same to reserve, carry forward any profits which they may think it prudent not to divide.C-29113.111. Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.114.112. The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately payable by him Proxy Access Nomination submitted to the Company and proceeding through the highest ranking Shareholder Nominee submitted by each Nominator or Nominator Group in relation to the shares of the Company.115.113. Any general meeting declaring a dividend or bonus and any resolution of the Directors declaring an interim dividend may direct payment of such dividend or bonus or interim dividend wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stocks of any other company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.116.114. Any dividend or other moneys payable in respect of any share may be paid by cheque or warrant sent by post, at the risk of the person or persons entitled thereto, to the registered address of the Holder or, where there are joint Holders, to the registered address of that one of the joint Holders who is first named on the members Register or to such person and to such address as the Holder or joint Holders may in writing direct. Every such cheque or warrant shall be made payable to thedescending order of the person to whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any joint Holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share. Any such dividend or other distribution may also be paid by any other method (including payment in a currency other than US$, electronic funds transfer, direct debit, bank transfer or by means of a relevant system) which the Directors consider appropriate and any member who elects for such method of payment shall be deemed to have accepted all of the risks inherent therein. The debiting of the Company’s account in respect of the relevant amount shall be evidence of good discharge of the Company’s obligations in respect of any payment made by any such methods. In respect of shares in uncertificated form, where the Company is authorised to do so by or on behalf of the Holder or joint Holders in such manner as the Company shall from time to time consider sufficient, the Company may also pay any such dividend, interest or other moneys by means of the relevant system concerned (subject always to the facilities and requirements of that relevant system). Every such payment made by means of the relevant system shall be made in such manner as may be consistent with the facilities and requirements of the relevant system concerned. Without prejudice to the generality of the foregoing, in respect of shares in uncertificated form, such payment may include the sending by the Company or by any person on its behalf of an instruction to the operator of the relevant system to credit the cash memorandum account of the Holder or joint Holders.117.115. No dividend shall bear interest against the Company.118.116.ownership. If the Directors so resolve, any dividend which has remained unclaimed for twelve years fromMaximum Number is not reached after the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.ACCOUNTS119.117.(a) The Directors shall cause to be kept proper books of account, whether in the form of documents, electronic form or otherwise, that:the Company to keep adequate accounting records, which are sufficient to -(b)correctly record and explain the transactions of the Company;(c)willenable, at any time enable, the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable accuracy;(d)will enable the Directors to ensure that any balance sheet, profit and loss account or income and expenditure account of the Company compliesfinancial statements of the Company and any directors’ report, required to be prepared under the Acts, comply withhighest ranking Shareholder Nominee who meets the requirements of this article 96(b) from each Nominator and Nominator Group has been selected, this process will continue as many times as necessary, following the Acts; andand, where applicable, Article 4 ofsame order each time, until the IAS Regulation; andMaximum Number is reached.C-30(e)will(iii) enable To be timely, the accountsthose financial statementsNotice of Proxy Access Nomination must be delivered to the Company to be readily and properly audited.Books of accountAccounting records shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year. Proper books of account shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactionsin accordance with the Acts.The Company may send by post, electronic mail or any other means of electronic communication a summary financial statement to its membersMembers or persons nominated by any member. TheMember and the Company may meet, but shall be under no obligation to meet, any request from any of its membersMembers to be sent additional copies of its full report and accounts orthe documents required to be sent to Members by the Acts or any summary financial statement or other communications with its membersMembers.(b)The books of account shall be keptSecretary at the Office or, subjectnot earlier than 150 days nor later than 120 days prior to the provisionsfirst anniversary of the Acts, at such other place asdate on which the Directors think fit and shall be open at all reasonable timesCompany’s definitive proxy statement was released to the inspection of the Directors.(c)In accordanceshareholders in connection with the provisions of the Acts, the Directors shall cause to be prepared and to be laid beforeprior year’s annual general meeting; provided, however, that if the annual general meeting is convened more than 30 days prior to or delayed by more than 60 days after the first anniversary of the Company from timepreceding year’s annual general meeting, or if no annual general meeting was held in the preceding year, the Notice of Proxy Access Nomination must be so received not later than the close of business on the later of (x) the 90th day prior to time such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before such meeting.(d)A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting ofor (y) the Company together with10th day following the day on which a copypublic announcement of the Directors’ report and Auditors’ report shall be sent by post, electronic mail or any other means of communication (electronic or otherwise), not less than twenty-one Clear Days before the date of the annual general meeting is first made (the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to every person entitled underand in accordance with thisprovisions“Final Proxy Access Deadline”); provided further that in no event shall any adjournment or postponement of an annual general meeting, or the public announcement thereof, commence a new time period or extend any time period provided in this article 96(b). The written notice required by this article 96(b) (the “Notice of Proxy Access Nomination”) shall include:(1) a written notice of the Actsnomination by such Nominator or Nominator Group expressly electing to receive them; provided that have its Shareholder Nominee(s) included in the Company’s proxy materials pursuant to this article 96(b);(2) if the Nominator or Nominator Group so elects, a written statement of the Nominator or Nominator Group for inclusion in the Company’s proxy statement in support of the election of its Shareholder Nominee(s) to the Board, which statement shall not exceed 500 words with respect to each Shareholder Nominee (the “Nomination Statement”); (3) in the case of those documents senta nomination by electronic maila Nominator Group, the designation by all Group Members of one specified Group Member that is authorized to act on behalf of all Group Members with respect to the nomination and matters related thereto, including withdrawal of the nomination;(4) a statement of the Nominator, or, in the case of a Nominator Group, each Group Member, setting forth and certifying the number of shares such Nominator or Group Member is deemed to own (as determined in accordance with sub-paragraph (iv) of this article 96(b)) continuously for at least three years as of the date of the Notice of Proxy Access Nomination, and if any such persons are not record holders of the shares they are deemed to own, one or more written statements from the record holder of such shares, and from each intermediary through which such shares are or have been held during the requisite three-year holding period, verifying that, as of a date within seven days prior to the date that the Notice of Proxy Access Nomination is received by the Secretary, the Nominator or the Group Member, as the case may be, owns, and has owned continuously for the preceding three years, such number of shares, and the Nominator’s or, in the case of a Nominator Group, each Group Member’s, agreement to provide (A) within seven days after the record date for the applicable annual general meeting, written statements certifying the number of shares that the Nominator or the Group Member, as the case may be, has continuously owned through the record date, and (B) prompt notice if the Nominator or the Group Member, as the case may be, ceases to own any such shares following the record date and prior to the date of the applicable annual general meeting; (5) a copy of the Schedule 14N that has been or is being concurrently filed with the U.S. Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act; (6) a representation by the Nominator, or, in the case of a Nominator Group, each Group Member: (A) that the Required Shares were acquired in the ordinary course of business and not with intent to change or influence control of the Company, and each such person does not presently have such intent, (B) that each such person has not nominated, and will not nominate, for election to the Board at the applicable annual general meeting any person other than its Shareholder Nominee(s) pursuant to this article 96(b), (C) that each such person has not distributed, and will not distribute, to any shareholders any form of proxy for the applicable annual general meeting other than the form to be distributed by the Company, (D) that each such person has not engaged and will not engage in, and has not been and will not be a participant (as defined in Schedule 14A of the Exchange Act) in, another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a Director at the applicable annual general meeting, other than its Shareholder Nominee(s) or a nominee of the Board and (E) that each such person consents to the public disclosure of the information provided pursuant to this article 96(b) that is required to be disclosed in the Company’s proxy statement or any other meansproxy soliciting materials under Section 14(a) of electronic communication, such documentsthe Exchange Act or the rules and regulations promulgated thereunder; and(7) an executed agreement, in a form deemed satisfactory by the Board acting in good faith (which form shall be sentprovided by the Secretary promptly upon written request), pursuant to which the Nominator or, in the case of a Nominator Group, each Group Member agrees to (A) comply with all applicable laws, rules and regulations applicable to the nomination of each Shareholder Nominee pursuant to this article 96(b), (B) assume all liability, and indemnify and hold harmless the Company and each of its Directors, officers,consentshareholders of the recipient, to the addressCompany or out of the recipient notifiedinformation that such person has provided to the Company, in each case, in connection with the nomination submitted by such person pursuant to this article 96(b), and (C) file with the recipientU.S. Securities and Exchange Commission any solicitation or other communication with the Company’s shareholders relating to the meeting at which the Shareholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from such filing is available for such purposes.solicitation or other communication under Regulation 14A of the Exchange Act.CAPITALISATION OF PROFITS120.118.(iv) Without prejudiceTo nominate any such Shareholder Nominee pursuant to any powers conferred on the Directors as aforesaid and subject to the Directors’ authority to issue and allot shares under articles 6(c) and 6(d)this article 96(b), the Directors may resolve to capitalise any partNominator shall have owned or, in the case of a Nominator Group, the Group Members collectively as a Nominator Group shall have owned, shares representing 3% or more of the amount forvoting power, entitled to vote generally in the time being standing to the creditelection of anyDirectors, of the Company’s reserve accounts (including any capital redemption reserve fund, share premium account or other reserve account not available for distribution) or to the creditvoting shares that are issued and outstanding as of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the Company who would have been entitled to that sum if it were distributable and had been distributed by way of dividend (and in the same proportions). Whenever such a resolution is passed in pursuance of this article, the Directors shall make all appropriations and applications of the amounts resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any.121.119. Without prejudice to any powers conferred on the Directors by these articles, and subject to the Directors’ authority to issue and allot shares under articles 6(c) and 6(d), the Directors may resolve that any sum for the time being standing to the credit of any of the Company’s reserve accounts (including any reserve account available for distribution) or to the credit of the profit and loss account be capitalised and applied on behalf of the members who would have been entitled to receive that sum if it had been distributed by way of dividend (and in the same proportions) either in or towards paying up amounts for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or debentures to be allotted and distributed and credited as fully paid up to and amongst such Holders in the proportions aforesaid) or partly in one way and partly in another, so, however, that the only purposesmost recent date for which sums standing to the credit of the capital redemption reserve fund or the share premium account shall be applied shall be those permitted by the Acts.122.120. The Directors may from time to time at their discretion, subject to the provisions of the Acts and, in particular, to their being duly authorised pursuant to section 20 of the 1983 ActActs, to allot the relevant shares, offer to the Holders of Ordinary Shares the right to elect to receive in lieu of any dividend or proposed dividend or part thereof an allotment of additional Ordinary Shares credited as fully paid. In any such case the following provisions shall apply.(a)The basis of allotment of the further shares shall be decided by the Board so that, as nearly as may can be considered convenient, the value of the further, including any fractional entitlement,amount is equal to the amount of the cash dividend which would otherwise have been paid. For these purposes the value of the further shares shallC-31be calculated in such manner as may be determined by the Board, but the value shall not in any event be less than the nominal value of a share.(b)The Board shall give notice to the Holders of their rights of election in respect of the scrip dividend and shall specify the procedure to be followed in order to make an election.(c)The dividend or that part of it in respect of which an election for the scrip dividend is made shall not be paid and instead further shares shall be allotted in accordance with election duly made and the Board shall capitalise a sum equal to not less than the aggregate nominal value of, nor more than the aggregate “value” (as determined under article 120122(b)) of, the shares to be allotted, as the Board may determine out of such sums available for the purpose as the Board may consider appropriate.(d)The Board may decide that the right to elect for any scrip dividend shall not be made available to Holders residentset forth in any territory where, in the opinion of the Board, compliancefiling by the Company with local lawsthe U.S. Securities and Exchange Commission prior to the date the Proxy Access Nomination is submitted to the Company (the “Required Shares”) continuously for at least three years as of the date the Notice of Proxy Access Nomination is submitted to the Company, and must continue to own the Required Shares at all times between the date the Notice of Proxy Access Nomination is submitted to the Company and the date of the applicable annual general meeting; provided that the aggregate number of owners whose share ownership is counted for the purposes of satisfying the foregoing ownership requirement shall not exceed 20. Two or more funds that are (i) under common management and investment control, (ii) under common management and funded primarily by the same employer or (iii) a “family of investment companies” or “group of investment companies,” as such terms are defined in the Investment Company Act of 1940, as amended, of the United States of America shall be treated as one owner, as the case may be, for the purpose of satisfying the foregoing ownership requirements; provided that each fund otherwise meets the requirements set forth in this article 96(b); and provided further that any such funds whose shares are aggregated and treated as being held by one owner for the purpose of satisfying the foregoing ownership requirements provide documentation reasonably satisfactory to the Company that demonstrates that the funds satisfy the conditions set forth in this article 96(b)(iv) to be treated as one owner within seven days after the Notice of Proxy Access Nomination is delivered to the Company. No owner may be a member of more than one Nominator Group for the purposes of this article 96(b), and if any owner purports to be a member of more than one Nominator Group, it shall only be deemed to be a member of the Nominator Group purporting to have the largest ownership position.For purposes of this article 96(b), “ownership” shall be deemed to consist of and include only the outstanding shares as to which a person possesses both (i) the full voting and investment rights pertaining to such shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the ownership of shares calculated in accordance with clauses (i) and (ii) above shall not include any shares (1) that a person or any of its affiliates has sold in any transaction that has not been settled or closed, (2) that a person or any of its affiliates has borrowed for any purposes or purchased pursuant to an agreement to resell or (3) that are subject to any Derivative Instrument (as defined below) or similar agreement entered into by a person or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party would have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such person’s or such person’s affiliates’ full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such person’s or such person’s affiliates’ shares. “Ownership” shall include shares held in the name of a nominee or other intermediary so long as the person claiming ownership of such shares retains the right to instruct how the shares are voted with respect to the election of Directors and possesses the full economic interest in the shares. A person’s ownership of shares shall be deemed to continue during any period in which the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person. In addition, a person’s ownership of shares shall be deemed to continue during any period in which the person has loaned such shares, provided that the person has the power to recall such loaned shares on not more than five U.S. business days’ notice. The determination (v) In addition to the representations, agreements and other information required to be furnished by the Nominator and Shareholder Nominee pursuant to this article 96(b), the Notice of Proxy Access Nomination shall set forth as of the date of such notice: (1) with respect to the Nominator or, in the case of a Nominator Group, with respect to each Group Member: (A) the name and address of each such person; (B) (aa)the class or series and number of shares of the Company that are, directly or indirectly, owned beneficially and of record by each such person; (bb) any Derivative Instrument (as defined above) directly or indirectly owned beneficially by each such person; (cc) any proxy, contract, arrangement, understanding or relationship pursuant to which such person is a party and has a right to vote, directly or indirectly, any class or series of shares of the Company; (dd) any Short Interest (as defined above) held by each such person; (ee) any rights to dividends on the shares of the Company directly or indirectly owned beneficially by each such person that are separated or separable from the underlying shares of the Company; (ff) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and (gg) any performance-related fees (other than an asset-based fee) that such person is entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, including without limitation any such interests held by members of each such person’s immediate family sharing the same household; and (C) any other information relating to each such person and the nomination that would be unduly onerous.required to be disclosed in a proxy statement, form of proxy or other filings required to be made in connection with solicitations of proxies for the election of directors at an annual general meeting in a contested election pursuant to Regulation 14A of the Exchange Act; and(2) with respect to each Shareholder Nominee(s): (A) all of the information required to be furnished by the Nominator pursuant to article 96(b)(v)(1); (B) the age and residence address of such person; and (C) the principal occupation or employment of such person. (vi) For the avoidance of doubt, with respect to any nomination submitted by a Nominator Group pursuant to this article 96(b), the information required by sub-paragraphs (iii) and (v) of this article 96(b) to be included in the Notice of Proxy Access Nomination shall be provided by each Group Member and each such Group Member shall execute and deliver to the Secretary at the Office the representations and agreements required under sub-paragraph (iii) of this article 96(b) at the time the Notice of Proxy Access Nomination is submitted to the Company (or, in the case of any person who becomes a Group Member after such date, within five days of becoming a Group Member). In the event that the Nominator, Nominator Group or any Group Member shall have breached any of their agreements with the Company, or any information included in the Nomination Statement or otherwise provided by the Nominator, Nominator Group or any Group Member to the Company or its shareholders, ceases to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading), such Nominator, Nominator Group or Group Member, as the case may be, shall promptly (and in any event within 5 days of discovering such breach or that such information has ceased to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading)) notify the Secretary of any such breach or inaccuracy or omission in such previously provided information and shall provide the information that is required to correct any such defect, if applicable. All such information included in the Notice of Proxy Access Nomination shall be updated (e)The Board may do all acts and things considered necessary or expedient to give effectsupplemented to the provisionsextent that such update and supplement is necessary to ensure that such information is true and correct in all material respects (a) as of a scrip dividend electionthe record date for determining the shareholders entitled to notice of the annual general meeting and (b) as of the issuedate that is 15 days prior to the meeting or any adjournment or postponement thereof, provided that if the record date for determining the shareholders entitled to vote at the meeting is less than 15 days prior to the meeting or any adjournment or postponement thereof, the information is only required to be updated and supplemented as of the date that is 15 days prior to the meeting or any adjournment or postponement thereof. Any such update and supplement shall be delivered in writing to the Secretary at the Office not later than five days after the record date for determining the shareholders entitled to notice of the meeting (in the case of any share in accordanceupdate and supplement required to be made as of the record date for determining the shareholders entitled to notice of the meeting) and not later than ten days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of 15 days prior to the meeting or adjournment or postponement thereof). Notwithstanding anything to the contrary set forth herein, if any Nominator, Nominator Group or Group Member has failed to comply with the provisionsrequirements of this article 120,122,96(b), the Board or the Chairman shall declare the nomination by such Nominator or Nominator Group to be invalid, and such nomination shall be disregarded.(vii) Shareholder Nominee Requirements. (1) Within the time period specified in this article 96(b) for delivering the Notice of Proxy Access Nomination, each Shareholder Nominee must deliver to the Secretary at the Office a written representation and agreement, which shall be deemed a part of the Notice of Proxy Access Nomination for purposes of this article 96(b), that such person: (A) consents to be named in the proxy statement as a nominee, to serve as a Director if elected and to the public disclosure of the information provided pursuant to this article 96(b) that is required to be disclosed in the Company’s proxy statement or proxy soliciting materials under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; (B) is not and will not become a party to any Voting Commitment that has not been disclosed to the Company; (C) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed to the Company; and (D) would be in compliance, if elected as a Director of the Company, and will comply with all applicable corporate governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Company publicly disclosed from time to time. (2) At the request of the Company, each Shareholder Nominee must promptly submit (but in no event later than ten days after receipt of the request) to the Secretary at the Office all completed and signed questionnaires reasonably requested by the Company, which are generally required to be completed by all of the Company’s Directors. The Company may makerequest such provisionsadditional information as it thinks fit foris reasonably necessary to permit the caseBoard to determine if each Shareholder Nominee is independent under the listing standards of each principal securities exchange upon which the Company’s shares becoming distributableare listed, any applicable rules of the U.S. Securities and Exchange Commission and any publicly disclosed standards used by the Board in fractions (including provisions under which, in wholedetermining and disclosing the independence of the Company’s Directors and to determine whether the nominee otherwise meets all other publicly disclosed standards applicable to Directors.(3) In the event that the Shareholder Nominee shall have breached any of their agreements with the Company or in part, the benefit of fractional entitlements accruesany information or communications provided by a Shareholder Nominee to the Company rather thanor its shareholders ceases to be true and correct in any respect or omits a fact necessary to make the Holders concerned).statements made, in light of the circumstances under which they were made, not misleading, such nominee shall promptly (and in any event within five days of discovering such breach or that such information has ceased to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading)) notify the Secretary of any such breach, inaccuracy or omission in such previously provided information and of the information that is required to make such information or communication true and correct in all material respects, if applicable.(f)(viii)The Board may from time to time establishIn the event any Nominator or varyNominator Group submits a procedurenomination at an annual general meeting and such Shareholder Nominee shall have been nominated for election mandates, under which a holder of shares may, in respect of any future dividends for which a right of election pursuant to this article 120122 is offered, elect to receive further shares96(b) at any of the previous two annual general meetings and such Shareholder Nominee shall not have received at least 25% of the votes cast in lieufavor of such dividend onnominee’s election, or such Shareholder Nominee withdrew from or became ineligible or unavailable for election to the terms ofBoard, then such mandate.nomination shall be disregarded.123.(ix)121.(a) The additional Ordinary Shares allotted pursuant to articles 118, 119120, 121 or 120122 shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend or share election in lieu.(b)The Directors may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to articles 118, 119120, 121 or 120122 with full powerNotwithstanding anything to the Directors to make such provisions as they think fit where shares would otherwise have been distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded and the benefit of fractional entitlements accrues to the Company rather than to the holders concerned). The Directors may authorise any person to enter on behalf of all the Holders interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.(c)The Directors may on any occasion determine that rights of election shall not be offered to any Holders of Ordinary Shares who are citizens or residents of any territory where the making or publication of an offer of rights of election or any exercise of rights of election or any purported acceptance of the same would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.AUDIT124.122. AuditorsStatutory auditors shall be appointed and their duties regulated in accordance with sections 160 to 163 of the ActActs or any statutory amendment thereof.NOTICES125.123. Any notice to be given, served, sent or delivered pursuant to these articles shall be in writing (whether in electronic form or otherwise).126.124.(a) A notice or document to be given, served, sent or delivered in pursuance of these articles may be given to, served on or delivered to any member by the Company;(i)by handing same to him or his authorised agent;(ii)by leaving the same at his registered address;C-32(iii)by sending the same by the post in a pre-paid cover addressed to him at his registered address; or(iv)by sending the notice or document by means of electronic mail or making it available by other means of electronic communication approved by the Directors (including placing a copy of the notice or document on the website of the Company) PROVIDED THAT any Holder may require the Company to send him a physical copy of the notice or document by requesting the Company to do so PROVIDED FURTHER HOWEVER that such request is made after the date of adoption of this article and it may not take effect until 5 days after written notice of the request is received by the Company.(b)For the purposes of these articles and the Act, a document shall be deemed to have been sent to a member if a notice is given, served, sent or delivered to the member and the notice specifies the website or hotlink or other electronic link at or through which the member may obtain a copy of the relevant document.(c)Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(i) or (ii) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the member or his authorised agent, or left at his registered address (as the case may be).(d)Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iii) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty-four hours after the cover containing it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.(e)Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iv) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of 48 hours after despatch.(f)Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy, examiner or liquidator of a member shall be bound by a notice given as aforesaid if sent to the last registered address of such member, or, in the event of notice given or delivered pursuant to sub-paragraph (a)(iv), if sent to the address notified by the Company by the member for such purpose notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such member.(g)Notwithstanding anythingcontrary contained in this article 96(b), the Company shall not be obligedrequired to take accountinclude, pursuant to this article 96(b), a Shareholder Nominee in its proxy materials for any annual general meeting, or, if the proxy statement already has been filed, to submit the nomination of a Shareholder Nominee to a vote at the annual general meeting (notwithstanding that proxies in respect of such vote may have been received by the Company):(1) for any meeting for which the Secretary receives timely notice in proper form stating that any member intends to nominate one or make any investigations asmore persons for election to the existence of any suspension or curtailment of postal services within or in relationBoard pursuant to all or any part of any jurisdiction or other area other than Ireland.articles 50-51;(h)Without prejudice(2) who is not independent under the listing standards of each principal securities exchange upon which the shares of the Company are listed, any applicable rules of the U.S. Securities and Exchange Commission and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Company’s Directors, in each case as determined by the Board acting in good faith; (3) who does not meet the audit committee independence requirements under the rules of any securities exchange upon which the shares of the Company are listed or qualify as a “non-employee Director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule) or as an “outside Director” for the purposes of Section 162(m) of the Internal Revenue Code of 1986, in each case as determined by the Board acting in good faith; (4) whose election as a member of the Board would cause the Company to be in violation of these articles, the Company’s memorandum of association, the rules and listing standards of the principal securities exchanges upon which the shares of the Company are listed, or any applicable law, rule or regulation or of any publicly disclosed standards of the Company applicable to Directors, in each case as determined by the Board acting in good faith; (5) who is an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914; (6) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years; (7) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, of the United States of America; (8) if the Shareholder Nominee or Nominator, or, in the case of a Nominator Group, any Group Member (or any owner on whose behalf the nomination is made) shall have provided information to the provisionsCompany in connection with such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make any statement made, in light of sub-paragraphs (a)(i) and (ii)the circumstances under which it was made, not misleading, as determined by the Board acting in good faith;(9) to the extent permitted under applicable law, the Nominator (or a qualified representative thereof) or, in the case of a Nominator Group, the representative designated by the Nominator Group in accordance with sub-paragraph (iii)(3) of this article if96(b) (or a qualified representative thereof), does not appear at any time by reason of the suspension or curtailment of postal services in any territory, the Company is unable effectively to convene aapplicable annual general meeting by notices sent throughto present the post, a general meeting may be convened by a public announcement and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the said public announcement is made. In any such case the Company shall put a full copy of the notice of the general meeting on its website.Shareholder Nominee for election; or127.(10)125. A notice may be given by the Company to the joint Holders of a share by giving the notice to the joint Holder whose name stands firstNominator or, in the Register in respect of the share and notice so given shall be sufficient notice to all the joint Holders.128.126.(a) Every person who becomes entitled to a share shall before his name is entered in the Register in respect of the share, be bound by any notice in respect of that share which has been duly given to a person from whom he derives his title.(b)A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by these articles for the giving of notice to a member, addressed to them at the address, if any, supplied by them for that purpose. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.127.The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.C-33129.128. A member present, either in person or by proxy, at any meeting of the Company or the Holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.WINDING UP130.129. If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively. Provided that this article shall not affect the rights of the Holders of shares issued upon special terms and conditions.131.130.(a) In case of a sale byNominator Group, any Group Member, or the liquidator under section 260601 of the Companies Act, the liquidator may by the contract of sale agree so asapplicable Shareholder Nominee, otherwise breaches or fails to bind all the members for the allotmentcomply in any material respect with its representations or agreements made to the members directly of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract limit a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting members conferred by the said section.(b)The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another company, either then already constituted or about to be constituted for the purpose of carrying out the sale.132.131. If the Company is wound up, the liquidator, with the sanction of a Special Resolution and any other sanction required by the Acts, may divide among the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not), and, for such purpose, may value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator, with the like sanction, may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, he determines, but so that no member shall be compelled to accept any assets upon which there is a liability.INDEMNITY133.132.(a) Subject to the provisions of and so far as may be admitted by the Acts, every Director and the Secretary of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgement is given in his favour (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 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 by the Court.(b)The Directors shall have power to purchase and maintain for any Director, the Secretary or any employees of the Company or its subsidiaries insurance against any such liability as referred to in section 200235 of the Companies Act.(c)As far as is permissible under the Acts, the Company shall indemnify any current or former executive officer of the Company (excluding any present or former Directors of the Company or Secretary of the Company), or any person who is serving or has served at the request of the Company as a director or executive officer of another company, joint venture, trust or other enterprise, including any Company subsidiary (each individually, a “Covered Person”), against any expenses, including attorney’s fees, judgements, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she was or is threatened to be made a party, or is otherwise involved (a “proceeding”), by reason of the fact that heC-34or she is or was a Covered Person; provided, however, that this provision shall not indemnify any Covered Person against any liability arising out of (a) any fraud or dishonesty in the performance of such Covered Person’s duty to the Company, or (b) such Covered Party’s conscious, intentional or wilful breach of the obligation to act honestly and in good faith with a view to the best interests of the Company. Notwithstanding the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Acts or to any person holding the office of statutory auditor in relation to the Company.(d)In the case of any threatened, pending or completed action, suit or proceeding by or in the name of the Company, the Company shall indemnify each Covered Person against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defence or the settlement thereof, except no indemnification shall be made in respectnomination of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to the Company, or for conscious, intentional or wilful breach of his or her obligation to act honestly and in good faith with a view to the best interests of the Company, unless and only to the extent that the High Court of Ireland or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. Notwithstanding the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Acts or to any person holding the office of Shareholder Nominee.statutory auditor in relation to the Company.(e)Any indemnification underarticle (unless ordered by a court) shall be made by the Company only as authorisedsub-paragraph (ix), clauses (2) through (10) will result in the specific case upon a determination that indemnification ofexclusion from the Covered Person is proper in the circumstances because such person has met the applicable standard of conduct set forth in this article. Such determination shall be made by any person or persons having the authority to act on the matter on behalf of the Company. To the extent, however, that any Covered Person has been successful on the merits or otherwise in defence of any proceeding, or in defence of any claim, issue or matter therein, such Covered Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without necessity of authorisation in the specific case.(f)As far as permissible under the Acts, expenses, including attorneys’ fees, incurred in defending any proceeding for which indemnification is permittedproxy materials pursuant to this article shall be paid by the Company in advance96(b) of the final dispositionspecific Shareholder Nominee to whom the ineligibility applies, or, if the proxy statement already has been filed, the ineligibility of the Shareholder Nominee and, in either case, the inability of the Nominator or Nominator Group that nominated such proceeding upon receipt byShareholder Nominee to substitute another Shareholder Nominee therefor; provided, however, clause (1) will result in the Board of an undertaking byexclusion from the particular indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Companyproxy materials pursuant to these articles.this article 96(b) of all Shareholder Nominees for the applicable annual general meeting, or, if the proxy statement already has been filed, the ineligibility of all Shareholder Nominees.(g)(x)It beingNotwithstanding anything to the policy of the Company that indemnification of the persons specifiedcontrary contained in this article shall be made to the fullest extent permitted by law, the indemnification provided by this article shall not be deemed exclusive (a) of any other rights to which those seeking indemnification or advancement of expenses may be entitled under these articles, any agreement, any insurance purchased by the Company, vote of members or disinterested directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, or (b) of the power of the Company to indemnify any person who is or was an employee or agent of the Company or of another company, joint venture, trust or other enterprise which he or she is serving or has served at the request of the Company, to the same extent and in the same situations and subject to the same determinations as are hereinabove set forth. As used in this article, references to the “Company” include all constituent companies in a scheme of arrangement, consolidation or merger in which the Company or a predecessor to the Company by scheme of arrangement, consolidation or merger was involved. The indemnification provided by this article shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of their heirs, executors, and administrators.UNTRACED HOLDERS134.133.(a) The Company shall be entitled to sell at the best price reasonably obtainable any share or stock of a member or any share or stock to which a person is entitled by transmission if and provided that:(i)for a period of twelve years (not less than three dividends having been declared and paid) no cheque or warrant sent by the Company through the post in a prepaid letter addressed to the member or to the person entitled by transmission to the share or stock at his address on the Register or other last known address given by the member or the person entitled by transmission to which cheques andC-35warrants are to be sent has been cashed and no communication has been received by the Company from the member or the person entitled by transmission; and(ii)at the expiration of the said period of twelve years the Company has given notice by advertisement in a leading Dublin newspaper and a newspaper circulating in the area in which the address referred to in paragraph (a) of this article is located of its intention to sell such share or stock; and(iii)the Company has not during the further period of three months after the date of the advertisement and prior to the exercise of the power of sale received any communication from the member or person entitled by transmission.(b)To give effect to any such sale96(b), the Company may appointomit from its proxy materials any person to execute as transferor an instrumentinformation, including all or any portion of transferthe Nomination Statement, if the Board acting in good faith determines that the disclosure of such shareinformation would violate any applicable law or stockregulation or that such information is not true and such instrument of transfer shall be as effective as if it had been executed by the registered Holder ofcorrect in all material respects or person entitled by transmissionomits to such share or stock. The Company shall account to the member or other person entitled to such share or stock for the net proceeds of such sale by carrying all monies in respect thereof tostate a separate account which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such member or other person. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit.(c)To the extentmaterial fact necessary in order to comply with any laws or regulations to whichmake the Company is subjectstatements made, in relation to escheatment, abandonment of property or other similar or analogous laws or regulations (“Applicable Escheatment Laws”), the Company may deal with any share of any member and any unclaimed cash payments relating to such share in any manner which it sees fit, including (but not limited to) transferring or selling such share and transferring to third parties any unclaimed cash payments relating to such share.(d)The Company may only exercise the powers granted to it in sub-paragraph (a) above in circumstances where it has complied with, or procured compliance with, the required procedures (as set out in the Applicable Escheatment Laws) with respect to attempting to identify and locate the relevant memberlight of the Company.circumstances under which they were made, not misleading.(e)Any stock transfer form to be executed by the Company in order to sell or transfer a share pursuant to sub-paragraph (a) may be executed in accordance with article 13(a).WIN RIGHT VALUESDESTRUCTION OF DOCUMENTS135.134. The Company may implement such document destruction policies as it so chooses in relation to any type of documents (whether in paper, electronic or other formats), and in particular (without limitation to the foregoing) may destroy:(a)any dividend mandate or any variation or cancellation thereof or any notification of change of name or address, at any time after the expiry of two years from the date such mandate variation, cancellation or notification was recorded by the Company;(b)any instrument of transfer of shares which has been registered, at any time after the expiry of six years from the date of registration; and(c)any other document on the basis of which any entry in the Register was made, at any time after the expiry of six years from the date an entry in the Register was first made in respect of it,and it shall be presumed conclusively in favour of the Company that every share certificate (if any) so destroyed was a valid certificate duly and properly sealed and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company provided always that:(i)the foregoing provisions of this article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;C-36(ii) WIN nothing contained in this article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (a) above are not fulfilled; and(iii)references in this article to the destruction of any document include references to its disposal in any manner.SHAREHOLDER RIGHTS PLAN136.135. The Board is hereby expressly authorised to adopt and amend any shareholder rights plan upon such terms and conditions as the Board deems expedient and in the interests of the Company, subject to applicable law.RIGHT C-37We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association and we agree to take the number of shares in the capital of the company set opposite our respective names.Names, addresses and descriptions of subscribersNumber of shares taken by each subscriberFor and on behalf ofEnceladus Holding Limited39,994 Ordinary Shares of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofDJR Nominees LimitedOne Ordinary Share of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofOne Ordinary Share of One Euro eachFand LimitedArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofArthur Cox Nominees LimitedOne Ordinary Share of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofArthur Cox Registrars LimitedOne Ordinary Share of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofArthur Cox Trust Services LimitedOne Ordinary Share of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyFor and on behalf ofArthur Cox Trustees LimitedOne Ordinary Share of One Euro eachArthur Cox BuildingEarlsfort TerraceDublin 2Corporate BodyC-38Dated the 26th day of November 2013Witness to the above signatures:Name:Emma HickeyAddress:ARTHUR COX BUILDINGEARLSFORT TERRACEDUBLIN 2Occupation:COMPANY SECRETARYC-39APPENDIX DReconciliation of GAAP to Non-GAAP Financial MeasuresPentair plc and Subsidiaries Reconciliation of the GAAP years ended December 31, 2015 and 2014 to the non-GAAP excluding the effect of 2015 and 2014 adjustments (Unaudited) In millions, except per-share data 2015 2014 Net sales $ 6,449.0 $ 7,039.0 Operating income 177.2 851.9 % of net sales 2.7 % 12.1 % Adjustments: Restructuring and other 120.9 109.6 Pension and other post-retirement mark-to-market (gain) / loss (23.0 ) 49.9 Intangible amortization 121.4 114.0 Impairment of goodwill and trade names 554.7 — Inventory step-up 35.7 — Deal related costs and expenses 14.3 — Redomicile related expenses — 10.3 Segment income 1,001.2 1,135.7 % of net sales 15.5 % 16.1 % Net income (loss) from continuing operations—as reported (65.0 ) 607.0 Loss on sale of businesses, net of tax 2.7 — Amortization of bridge financing fees, net of tax 8.3 — Adjustments, net of tax 772.8 210.7 Net income from continuing operations—as adjusted $ 718.8 $ 817.7 Continuing earnings per ordinary share—diluted Diluted earnings (loss) per ordinary share—as reported $ (0.36 ) $ 3.14 Adjustments 4.30 1.09 Diluted earnings per ordinary share—as adjusted $ 3.94 $ 4.23 Pentair plc and Subsidiaries Free Cash Flow for years ended December 31, 2015 and 2014 In millions 2015 2014 Net cash provided by (used for) operating activities of continuing operations $ 750.0 $ 1,005.0 Capital expenditures (134.3 ) (129.6 ) Proceeds from sale of property and equipment 27.3 13.1 Free cash flow $ 643.0 $ 888.5 D-1 
VOTE BY INTERNET - www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 3:00 a.m. Eastern Daylight Time on May 8, 2016. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 3:00 a.m. Eastern Daylight Time on May 8, 2016. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to Pentair plc’s registered address). In order to assure that your proxy card is tabulated in time to be voted at the Annual General Meeting, you must return your proxy card at the above address by 3:00 a.m. Eastern Daylight Time on May 8, 2016.All instruments of proxy and proxy cards should be received by 3:00 a.m. Eastern Daylight Time on May 8, 2016.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M81589-P60140 KEEP THIS PORTION FOR YOUR RECORDS— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
TEAMWORK
INTEGRITY
PENTAIR PLC
C/O BROADRIDGE
51 MERCEDES WAY
EDGEWOOD, NY 11717
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 3:00 a.m. Eastern Daylight Time on May 7, 2017. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Use any touch-tone telephone to transmit your voting instructions up until 3:00 a.m. Eastern Daylight Time on May 7, 2017. Have your proxy card in hand when you call and then follow the instructions.
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to Pentair plc's registered address). In order to assure that your proxy card is tabulated in time to be voted at the Annual General Meeting, you must return your proxy card at the above address by 3:00 a.m. Eastern Daylight Time on May 7, 2017.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E17579-TBD KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. 1. Election of Directors For Against Abstain 1a. Glynis A. Bryan ☐ ☐ ☐ 1b. Jerry W. Burris ☐ ☐ ☐ 1c. Carol Anthony (John) Davidson ☐ ☐ ☐ 1d. Jacques Esculier ☐ ☐ ☐ 1e. Edward P. Garden ☐ ☐ ☐ 1f. T. Michael Glenn ☐ ☐ ☐ 1g. David H. Y. Ho ☐ ☐ ☐ 1h. Randall J. Hogan ☐ ☐ ☐ 1i. David A. Jones ☐ ☐ ☐ 1j. Ronald L. Merriman ☐ ☐ ☐ 1k. William T. Monahan ☐ ☐ ☐ 1l. Billie Ida Williamson ☐ ☐ ☐ PENTAIR PLC The Board of Directors recommends you vote FOR the following director nominees. 1.Election of DirectorsFor Against Abstain3, 4, 5, 6A6 and 6B. Proposals 1 2, 3 and 5 are ordinary resolutions. Proposals 4, 6A and 6B are special resolutions.Year on proposal 3. For Against Abstain 2. 1a.Glynis A. BryanoooFor Against Abstain1b.Jerry W. Burrisooo2.oo☐o☐ ☐ 3. 1c.To recommend, by non-binding advisory vote, the frequency of future advisory votes on the compensation of the named executive officers.Carol Anthony (John) Davidsono☐oo☐☐ ☐ For Against Abstain 4. 3.oo☐o☐ ☐ 5. 1d.Jacques Esculierooo1e.T. Michael Glennooo1f.David H.Y. Hoooo4.oo☐o☐ ☐ 1g.Randall J. Hoganooo5.To amendapprove amendments to Pentair plc’s Articles of Association to increase the maximum number of directors from eleven to twelve.implement proxy access. (Special Resolution)oo☐o☐ ☐ 1h.David A. Jonesooo7. To consider and act on such other business as may properly come before the Annual General Meeting or any adjournment. 1i.Ronald L. Merrimanooo6A.To amend Pentair plc’s Articles of Association to make certain administrative amendments.ooo1j.William T. Monahanooo6B.To amend Pentair plc’s Memorandum of Association to make certain administrative amendments.ooo1k. Billie Ida Williamsonooohim.him or her. Completion of a form of proxy will not preclude a member from attending and voting at the meeting in person. Signature [PLEASE SIGN WITHIN BOX]
Date Signature (Joint Owners) Date
Annual General Meeting to be held on May 10, 2016:
Irish Financial Statements and Related Reports are available atwww.proxyvote.com.— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —M81590-P60140PENTAIR PLCAnnual General Meeting of ShareholdersMay 10, 20168:00 a.m.Local TimeThis proxy is solicited by the Board of Directors.The signatory, revoking any proxy heretofore given in connection with the Meeting (as defined below), hereby appoints Randall J. Hogan, John L. Stauch and Angela D. Jilek, or any of them (the “Proxies”), as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent, speak and to vote at the Meeting, as designated on the reverse side of this card, all ordinary shares of Pentair plc that the signatory is entitled to vote at the Annual General Meeting of Shareholders to be held at 8:00 AM, local time, on May 10, 2016, at the Four Seasons Hotel, Hamilton Place, Park Lane, London, England, W1J7DR, and any adjournment or postponement thereof (the “Meeting”).If you wish to appoint as proxy any other person or persons, please contact the Corporate Secretary.If the signatory is a participant in the Pentair Retirement Savings and Stock Incentive Plan (“Pentair ESOP”), the signatory hereby directs Fidelity Management Trust Company as Pentair ESOP Trustee, to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of Pentair plc allocated to the signatory’s account in the Pentair ESOP as of March 7, 2016.If the signatory is a participant in the Pentair plc Employee Stock Purchase and Bonus Plan or the Pentair plc International Stock Purchase and Bonus Plan (the “Purchase Plans”), the signatory, revoking any proxy heretofore given in connection with the Meeting, hereby appoints the Proxies, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes the Proxies to represent and to vote at the Meeting, as designated on the reverse side of this card, all of the ordinary shares of Pentair plc allocated to the signatory’s account in the Purchase Plans as of March 7, 2016.In the event of other agenda items or proposals during the Meeting on which voting is permissible under Irish law, you instruct the Proxies, in the absence of other specific instructions, to vote the shares in accordance with the Board of Directors’ recommendations.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.Continued and to be signed on reverse side.
Annual General Meeting of Shareholders
May 9, 2017 8:00 a.m. Local Time
