UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment

(Amendment No.    )

Filed by the Registrantþx

Filed by a Party other than the Registrant¨

Check the appropriate box:

Pentair Ltd.

plc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY MATERIALS – SUBJECT TO COMPLETION

PENTAIR LTD.PLC

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held May 20, 20145, 2015

To our Shareholders:

Our Annual General Meeting of Shareholders will be held at the Four Seasons Hotel, Hamilton Place, Park Hyatt Zürich, Beethoven-Strasse 21, 8002 Zürich, Switzerland,Lane, London, England, W1J7DR, on Tuesday, May 20, 2014,5, 2015, at 8:00 a.m. Central European Time, for, local time, to consider and vote upon the following purposes:proposals:

A copy ofDuring the proxy materials, including this Notice of Annual General Meeting, of Shareholders and Proxy Statementmanagement will also present, and the enclosed proxy card,auditors will report to shareholders on, Pentair plc’s Irish statutory accounts.

Your vote is first being sent on or about March 31, 2014 to each shareholder registered in our share registerimportant. Only shareholders of record as of the close of business (Eastern Standard Time) on March 21, 2014. A copy of the proxy materials also will be sent to any additional shareholders who are registered in our share register as shareholders with voting rights, or who become beneficial owners through a nominee registered in our share register as a shareholder with voting rights, as of the close of business (Eastern Standard Time) on April 30, 2014. Only shareholders of record and beneficial owners of our common shares at the close of business (Eastern Standard Time) on April 30, 20146, 2015 are entitled to attendreceive notice of and to vote on matters presented at the Annual General Meeting.

Your vote is important. All of our shareholders are cordially invited to attend the meeting. We urgeencourage you whetherto vote your shares by submitting a proxy as soon as possible. You may submit a proxy by Internet or nottelephone as described in the Notice of Internet Availability of Proxy Materials. Alternatively, you planmay request a printed proxy card to attendsubmit your proxy as described in the Notice of Internet Availability of Proxy Materials. You may vote in person at the Annual General Meeting toeven if you submit your proxy either by (1) voting electronically over the Internet, at www.proxyvote.com by following the instructions on the enclosed proxytelephone or voting instruction card or (2) completing the enclosed proxy or voting instruction card and then signing, dating and mailing the card in the enclosed postage-paid envelope.mail.

We intendIf you are a shareholder who is entitled to hold two separate meetings on May 20, 2014. Immediately followingattend and vote at the Annual General Meeting, on that date, we intend to hold an Extraordinary General Meeting of shareholders to consider three proposals related to our proposed change in jurisdiction of organization from Switzerland to Ireland (the “Extraordinary General Meeting”). In connection with the Extraordinary General Meeting,then you are receivingentitled to appoint a separate proxy statement/prospectusor proxies to attend and vote on your behalf. A proxy card concerning the mattersis not required to be considered and voted ona shareholder. If you wish to appoint as proxy any person other than the individuals specified by Pentair plc, please contact our Corporate Secretary at the Extraordinary General Meeting. We encourage you to review the materials for both the Annual General Meeting and the Extraordinary General Meeting.In order to vote by proxy at BOTH the Annual General Meeting and the Extraordinary General Meeting, you must submit a proxy for BOTH the Annual General Meeting and the Extraordinary General Meeting by either (1) voting over the Internet for BOTH the Annual General Meeting and the Extraordinary General Meeting or (2) completing, signing and returning BOTH the proxy card for the Annual General Meeting and for the Extraordinary General Meeting.our registered office.

By Order of the Board of Directors

Angela D. Lageson, Secretary

Schaffhausen, Switzerland

March 31, 201426, 2015

PROXY STATEMENT

FOR THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

PENTAIR LTD.PLC

TO BE HELD ON TUESDAY, MAY 20, 20145, 2015

TABLE OF CONTENTS

PROXY STATEMENT

FOR THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

PENTAIR LTD.PLC

TO BE HELD ON TUESDAY, MAY 20, 20145, 2015

TheQUESTIONS AND ANSWERS ABOUT PROXY MATERIALS, VOTING

AND THE ANNUAL GENERAL MEETING

Why did I receive these proxy materials?

We are providing these proxy materials to you because the Board of Directors of Pentair Ltd.plc (the “Board”) is soliciting proxies for use at our Annual General Meeting of Shareholders to be held on May 20, 2014. This5, 2015. We either (i) mailed you a Notice of Internet Availability of Proxy Materials on or before March 26, 2015 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 accompanyingfiscal year ended December 31, 2014 or (ii) mailed you a printed copy of such proxy materials and a proxy card or voting instruction card and the Pentair Ltd. 2013 annual report to shareholders are being provided to give all shareholdersin paper format. You received these proxy materials because you were a shareholder of record atas of the close of business (Eastern Standard Time) on April 30,March 6, 2015.

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, 2014 the opportunity to vote on matters that will be presentedand our Irish statutory accounts and directors’ and auditors’ reports are available online at the Annual General Meeting.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 Ltd.plc as “the company”, “we”,company,” “we,” “our” or “us”.

We have sent these materialsWhat is a proxy?

A proxy is your legal designation of another person (the “proxy”) to vote on or about March 31, 2014your behalf. By voting your proxy, you are giving the persons named on the proxy card the authority to each person who is registered as a holder of commonvote your shares in our register of shareholders (such owners are often referred to as “holders of record” or “registered shareholders”) as of the close of business (Eastern Standard Time)manner you indicate on March 21, 2014. We will also send a copy of these materials to any additional shareholders who become registered in our share register after the close of business (Eastern Standard Time) on March 21, 2014 and continue to be registered in our share register at the close of business (Eastern Standard Time) on April 30, 2014.

We have requested that banks, brokerage firms and other nominees who hold common shares on behalf of the owners of the common shares (such owners are often referred to as “beneficial shareholders” or “street name holders”) as of the close of business (Eastern Standard Time) on March 21, 2014 forward these materials, together with a proxy card or voting instruction card, to those beneficial shareholders and to do the same for any additional beneficial owners who acquire their shares after March 21, 2014 and continue to hold them at the close of business (Eastern Standard Time) on April 30, 2014. We have agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials. We also have provided for these materials to be sent to persons who have interests in common shares through participation in our employee benefit plans. These individuals are not eligible to vote directly at the Annual General Meeting, but they may instruct the trustee of these plans how to vote the shares represented by their interests. The enclosed proxy card also will serve as voting instructions for the trustee of the plans.

QUESTIONS AND ANSWERS ON THE SOLICITATION AND VOTING

Are proxy materials available on the Internet?

Yes. If you are a shareholder of record, your proxy may be submittedcard. You vote your proxy by (1) voting electronicallytelephone or over the Internet at www.proxyvote.com by following the instructions on the enclosed proxy or voting instruction card or (2) completing the enclosed proxy or voting instruction card and then signing, dating and mailing the cardas directed in the enclosed postage-paid envelope.

Important Notice Regarding theof Internet Availability of Proxy Materials for the Annual General Meeting to be Held on May 20, 2014. Our proxy statement for the Annual General Meeting to be held on May 20, 2014, other proxy material and our 2013 annual report to shareholders is available at www.proxyvote.com.

Why do I have more than one Annual General Meeting proxy card?

You may have multiple Annual General Meeting proxy cardsor, if you hold your shares in different wayshave requested or accounts (for example, 401k accounts, joint tenancy, trusts, custodial accounts) or in multiple accounts. If your shares are held byreceived a broker (in “street name”), you will receive your proxy card, or other voting information from

your broker, and you will return your proxy card or cards or otherwise vote your proxy as indicated in the materials you receive from your broker. You should vote your proxy for each separate account you have.

Why am I also receiving a proxy statement and proxy card for an extraordinary general meeting of shareholders?

We intend to hold two separate meetings on May 20, 2014. Immediately following the Annual General Meeting on that date, we intend to hold an Extraordinary General Meeting of shareholders to consider three proposals related to our proposed change in jurisdiction of organization from Switzerland to Ireland (the “Extraordinary General Meeting”). In connection with the Extraordinary General Meeting, you are receiving a separate proxy statement/prospectus and proxy card concerning the matters to be considered and voted on at the Extraordinary General Meeting. We encourage you to review the materials for both the Annual General Meeting and the Extraordinary General Meeting.In order to vote by proxy at BOTH the Annual General Meeting and the Extraordinary General Meeting, you must submit a proxy for BOTH the Annual General Meeting and the Extraordinary General Meeting by either (1) voting over the Internet for BOTH the Annual General Meeting and the Extraordinary General Meeting or (2) completing, signing and returning BOTHdating the proxy card for the Annual General Meeting and for the Extraordinary General Meeting.

How many votes do I have?

Every holder of a common share on April 30, 2014 will be entitled to one vote per share for each director and member of the Compensation Committee to be elected at the Annual General Meeting and to one vote per share on each other matter presented at the Annual General Meeting. However, if a person or group of persons beneficially own shares in excess of 20% less one share of our issued shares (the “Cap”), such person or group of persons will only be entitled to cast votes at the Annual General Meeting equal to the Cap. The Cap is set forth in Article 14 of our Articles of Association.submitting it by mail.

What is the difference between a shareholder of record and a beneficial owner?

Shareholder of Record

If your shares are registered directly in your name with Wells Fargo Bank,Computershare Trust Company, N.A., our transfer agent, you are a “shareholder of record” and these proxy materials are being sent to you directly by us. As the shareholder of record, you have the right to grant your voting proxy directly to the independent proxy (see “How do I appoint and vote via an independent proxy?record.” below) named in the proxy card, to grant a written proxy to any person (who does not need to be a shareholder), or to vote in person at the Annual General Meeting. We have enclosed a proxy card for you to use in which you can elect to appoint the independent proxy as your proxy.

Beneficial Owner

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, and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the shareholder of record.“street name.” As thea beneficial owner, you have the right to direct your broker, bank or other custodian or nominee on how to vote your shares and are also invitedshares.

Who is entitled to attend the Annual General Meeting. However, since you are not the shareholder of record, you may only vote these shares in person at the Annual General Meeting if you follow the instructions described below under the heading “Howand how many votes do I attendhave?

The Board has set the close of business on March 6, 2015 (Eastern Standard Time) as the record date for the Annual General Meeting?”Meeting. At the close of business on the record date, we had [            ] ordinary shares outstanding and “How do Ientitled to vote. All shareholders of record at the close of business on the record date are entitled

to vote if I am a beneficial owner?” Your broker, bankon 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 nominee has enclosed a voting instruction card for you to use in directing your broker, bankcustodians or other nominee as to how to vote your shares, which may contain instructions for voting by telephone or electronically.

Who is entitled to vote?

Shareholders of Record

Allnominees are shareholders registered in our share register with respect to the beneficial owners’ shares at the close of business (Eastern Standard Time) onApril 30, 2014 the record date are entitled to vote on the matters set forth in this Proxy Statement and any other matter properly presented at the meeting for consideration, provided such shareholders become registered as shareholders with voting rights by that time. See “I am a shareholder of record. How do I become registered as a shareholder with voting rights?”

Beneficial Owners

Beneficial owners whose banks, brokers or other nominees are shareholders registered in ourAnnual General Meeting. Each ordinary share register with respect to the beneficial owners’ shares at the close of business (Eastern Standard Time) onApril 30, 2014 areis entitled to one vote on the matters set forth in this Proxy Statement and any othereach matter properly presented at the meeting for consideration, provided such banks, brokers or nominees become registered as shareholders with voting rights. See “I am a shareholder of record. How do I become registered as a shareholder with voting rights?”

What if I am the record holder or beneficial owner of shares at the close of business (Eastern Standard Time) on March 21, 2014, but sell or otherwise transfer all or some portion of those sharesbrought before the close of business (Eastern Standard Time) on April 30, 2014?

Holders of record and beneficial owners will not be entitled to vote their shares or provide instructions to vote with respect to their shares if they hold shares at the close of business (Eastern Standard Time) on March 21, 2014, but sell or otherwise transfer all of those shares before the close of business (Eastern Standard Time) on April 30, 2014. Although holders of record and beneficial owners at the close of business (Eastern Standard Time) on March 21, 2014 are receiving these materials, holders of record and beneficial owners will only be entitled to vote their shares or provide instructions to vote with respect to those shares held at the close of business (Eastern Standard Time) on April 30, 2014. For each holder of record and beneficial owner, any instructions to vote with respect to shares held prior to the close of business (Eastern Standard Time) on April 30, 2014 will remain valid with respect to shares held at the close of business (Eastern Standard Time) on April 30, 2014 unless changed or revoked as provided in these materials.

I am a shareholder of record. How do I become registered as a shareholder with voting rights?

If you are a shareholder of record, you have been registered as a shareholder with voting rights in our share register, unless in certain circumstances (such as failure to comply with particular disclosure requirements set forth in our Articles of Association) we have specifically advised you that you are registered as a shareholder without voting rights.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:

How do I vote if I am a beneficial owner?

If you are a beneficial owner of commonordinary shares, you can vote in the following ways:

CanWhat is the deadline to vote my shares if I do not vote by telephone?in person at the Annual General Meeting?

If you are a shareholder of record, you cannotmay vote by telephone. If you are a beneficial shareholder, see the voting instruction card providedInternet or by your broker, bank or other nominee for telephone voting instructions.

How do I vote by proxy?

As a result of recently-enacted Swiss regulations, shareholders may no longer appoint company officers as proxies. However, shareholders of record may appoint the independent proxy to vote their shares by proxy.

What is the role of the independent proxy at the Annual General Meeting?

The independent proxy serves as a voting proxy at the Annual General Meeting for shareholders who wish to vote at the meeting by proxy. The main task of the independent proxy is to vote shares held by shareholders of record at the Annual General Meeting if instructed to do so by the shareholder. The independent proxy will vote the shares as instructed by the shareholder.

How do I appoint and vote via the independent proxy?

until noon (Eastern Standard Time) on May 4, 2015. If you are a shareholder of record with voting rights, you may authorize the independentand submit a proxy Proxy Voting Services GmbH, Grossmünsterplatz 1, 8001 Zürich, Switzerland, to vote your common shares on your behalf either by (1) voting electronically over the Internet at www.proxyvote.com by following the instructions on the enclosed proxy card, or (2) completing the enclosed proxy card and then signing, dating and mailing the card in the enclosed postage-paid envelope. If you do not provide specific voting instructions, you instruct the independent proxy, as indicated on your proxy card, to vote your shares in accordance with the recommendations of the Board.

If new agenda items (other than those in the notice of meeting) or new proposals or motions with respect to those agenda items set forth in the notice of meeting are being put forth before the Annual General Meeting, you instruct the independent proxy, in the absence of other specific instructions, to vote your shares in accordance with the recommendations of the Board.

Whether or not you plan to attend the Annual General Meeting, we urge you to submit your proxy. Submitting your vote electronically or returning the proxy card will not affect your right to attend the Annual General Meeting. You must vote over the Internet or return your proxy cards tobe received at the address and bystated on the times and dates set forth below under “Submitting your proxy card toby noon (Eastern Standard Time) on May 4, 2015. If you are a beneficial owner, please follow the independent proxy” in order forvoting instructions provided by your vote by proxy to be counted.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 Shareholdersshareholders 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 brokers showingother custodians or nominees that they own our commonordinary shares as of April 30, 2014. Beneficial owners should also see “How do I vote if I am a beneficial owner?”March 6, 2015 (see above for additional requirementsfurther information if theyyou also intend to vote at the Annual General Meeting.Meeting). Registration will begin at 7:00 a.m. (Central European Time)(local time) and the Annual General Meeting will begin at 8:00 a.m. (Central European Time)(local time).

May I change or revoke my vote after I return my proxy or voting instruction card?proxy?

YouIf you are a shareholder of record and have already voted, you may change or revoke your voteproxy before it is exercised by:at the Annual General Meeting in the following ways:

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 numbered one through tenset forth below for shareholder consideration and voting at the Annual General Meeting. For purposes of these proposals,Each proposal requires an absolute majority means at least half plus one additionalaffirmative vote represented (in person or by proxy) at the Annual General Meeting. Shares not eligible to be voted (including broker non-votes) will be deemed not to be represented at the Annual General Meeting. These proposals are for:level set forth below.

The re-election of each director nominee requires the affirmative vote of an absolute majority (or in the event of a contested election, a plurality) of the votes cast (in person or by proxy) at the Annual General Meeting.

The election of the Chairman of the Board requires the affirmative

2. Approve, by non-binding advisory vote, of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

The election of each of the members of the Compensation Committee requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

The election of the independent proxy requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

The approval of the 2013 annual report of Pentair Ltd., the statutory financial statements of Pentair Ltd. for the year ended December 31, 2013 and the consolidated financial statements of Pentair Ltd. for the year ended December 31, 2013 requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

•

Discharge of the Board of Directors and executive officers of Pentair Ltd. from liability for the year ended December 31, 2013.

The discharge of the Board and executive officers from liability for the year ended December 31, 2013 requires the affirmative vote of a majority of the votes represented (in person or by proxy) at the Annual General Meeting, not counting the votes of any member of the Board or any executive officer of Pentair Ltd. or any votes represented by Pentair Ltd.

Each of (a) the re-election of Deloitte AG as statutory auditors until the next annual general meeting, (b) the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2014 and (c) the election of PricewaterhouseCoopers AG as special auditors until the next annual general meeting requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

Each of (a) the appropriation of results for the year ended December 31, 2013 and (b) the conversion and appropriation of reserves from capital contributions to distribute an ordinary cash dividend requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

The approval by advisory vote of the compensation of the named executive officers requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

The approval of the renewal the authorized capital of Pentair Ltd. requires the affirmative vote of two-thirds of the votes represented (in person or by proxy) at the Annual General Meeting.

Other than matters incident to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, we do not know of any other 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 independent proxy, in the absence of other specific instructions, to vote your shares in accordance with the recommendations of the Board.

What are the Board’s recommendations on how I should vote my shares?

The Board unanimously recommends that you vote your shares as follows (inFOR each case as proposed by the Board):

Proposal   6		—		FOR discharging the Board and executive officers of Pentair Ltd. from liability for the year ended December 31, 2013.
Proposal   7		—		FOR each of (a) the re-election of Deloitte AG as statutory auditors until the next annual general meeting; (b) the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2014; and (c) the election of PricewaterhouseCoopers AG, as special auditors until the next annual general meeting.
Proposal   8		—		FOR approval of each of (a) the appropriation of results for the year ended December 31, 2013; and (b) the conversion and appropriation of reserves from capital contributions to distribute an ordinary cash dividend.
Proposal   9		—		FOR approval by advisory vote of the compensation of our named executive officers as disclosed in this Proxy Statement.
Proposal 10		—		FOR approval of the renewal of the authorized share capital of Pentair Ltd.

What are my choices when voting?

For Proposal 1, you may cast your vote in favor of or against re-electing a nominee as a director, or you may abstain from voting for any or all of the nominees.

For Proposal 3, you may cast your vote in favor of or against electing a nominee as a member of the Compensation Committee, or you may abstain from voting for any or all of the nominees.

For all other proposals, you may cast your vote in favor of or against the applicable proposal, or you may elect to abstain from voting your shares.

How many shares can vote at the Annual General Meeting?Proposals 1-5.

Our registered shares are our only class of voting stock. As of the close of business on March 21, 2014, there were [_•] registered shares issued and outstanding and entitled to vote; however, shareholders who are not registered in our share register as shareholders or do not become registered as shareholders with voting rights as of the close of business (Eastern Standard Time) on April 30, 2014 will not be entitled to attend, vote at or grant proxies to vote at, the Annual General Meeting. See “I am a shareholder of record. How do I become registered as a shareholder with voting rights?” Shares duly represented (in person or by proxy) at the Annual General Meeting will be entitled to one vote per share for each matter presented at the Annual General Meeting. Shareholders who are registered in our share register as of the close of business (Eastern Standard Time) on April 30, 2014 and who are registered with voting rights may vote in person at the Annual General Meeting as discussed under “How do I vote if I am a shareholder of record?” Shareholders who beneficially own their common shares as of the close of business (Eastern Standard Time) on April 30, 2014 may vote in person at the Annual General Meeting as discussed under “How do I vote if I am a beneficial owner?”

What constitutes a quorum?

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.

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 the following proposalsthat Proposals 1 and 2 will be considered non-routine“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: Proposal No.you. If a broker does not receive voting instructions from you regarding Proposals 1 (Re-election of Nine Directors), Proposal No.and 2, (Election of the Chairman of“broker non-vote” will have no effect on the Board), Proposal No.vote on such agenda items. The “routine” proposals in this Proxy Statement are Proposals 3, (Election of4 and 5, for which your broker has discretionary voting authority under the Members ofNYSE rules to vote your shares, even if the Compensation Committee), Proposal No. 4 (Election of the Independent Proxy), Proposal No. 5 (Approval of the Annual Report and Financial Statements), Proposal No. 6 (Discharge of the Board of Directors and Executive Officers of Pentair Ltd.broker does not receive voting instructions from Liability for the Year Ended December 31, 2013), Proposal No. 8(a) (Appropriation of Results for the Year Ended December 31, 2013), Proposal No. 8(b) (Approval of a Conversion and Appropriation of Reserves from Capital Contributions to Distribute an Ordinary Cash Dividend), Proposal No. 9 (Advisory Vote to Approve Compensation of the Named Executive Officers) and Proposal No. 10 (Renewal of Authorized Share Capital).you.

CommonOrdinary shares owned by shareholders electing to abstain from voting with respect to any agenda itemProposals 1, 2, 3 and 4, which require the affirmative vote of a majority of the votes present in person or by proxy and entitled to vote at the Annual General Meeting, will be regarded as representedpresent at the meeting and counted towards the determination of the majority required to approve the agenda items submitted to the Annual General Meeting. Therefore, abstentionsMeeting and will have the effect of ana vote “AGAINST” vote on such agenda items. Ordinary shares owned by shareholders electing to abstain from voting with respect to Proposal 5, which requires the affirmative vote of seventy-five percent of the votes cast in person or by proxy at the Annual General Meeting, will have no effect on Proposal 5.

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 independentcompany-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 new agenda items (other than those in the notice of meeting) or new proposals or motions with respect to those agenda items set forth in the notice of meeting are being put forth before the Annual General Meeting, you instruct the independent proxy, in the absence of other specific instructions, to vote your shares in accordance with the recommendations of the Board. We do not presently know of any other business.

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 business is proposed and properly presented at the Annual General Meeting, you instruct the independentcompany-designated proxy holders, in the absence of other specific instructions, 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. The Inspectors of Election will be present at the Annual General Meeting.

Who payswill pay for the cost of this proxy solicitation?

We will pay the costs of soliciting proxies sought by the Board. Upon request, we will reimburse brokers, dealers, banks and trustees,Proxies may be solicited on our behalf by our directors, officers or their nominees, for reasonable expenses incurredemployees telephonically, electronically or by them in forwarding proxy

materials to beneficial ownersother means of our common shares.communication. We have engaged Morrow & Co., LLC 470 West Avenue, Stamford, Connecticut, is assistingto assist us in the solicitation of proxies at a cost to us of $10,000,$10,000.00, 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.

Submitting yourWhy did I receive a notice in the mail regarding the Internet availability of the proxy cardmaterials 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 independentdelivery 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 record wishingthe proxy materials by mail, by e-mail or by telephone. Instructions on how to instructaccess the independent proxy should votematerials over the Internet or complete, signto 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 returnaccess” rules and how do they affect the delivery of the proxy cardmaterials?

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, 401k 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 soon as possible to appointindicated in the independent proxy. In order to assure thatmaterials you receive from your bank, broker or other custodian or nominee. You should vote your proxy is received in time to be voted at the meeting by the independent proxy,for each separate account you must vote over the Internet prior to noon (Eastern Standard Time) on May 19, 2014 or the proxy card must be completed in accordance with the instructions on it and received at the address set forth below by the time (being local time) and date specified:

Prior to noon (Eastern Standard Time) on May 19, 2014 by mail at:

Vote Processing

c/o Broadridge

51 Mercedes Way

Edgewood, NY 11717

If your common shares are held in street name, you should return your proxy card or voting instruction card in accordance with the instructions on that card or as provided by the bank, brokerage firm or other nominee who holds our common shares on your behalf.have.

CORPORATE GOVERNANCE MATTERS

Board Governance

The 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 Securities and Exchange Commission (“SEC”)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 athttp://www.pentair.com/en/about-us/corporate-governance-and-leadership/leadership/corporate-governance.

Board Leadership Structure

Our Corporate Governance Principles describe our policies concerning:

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 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:

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-managementnon-employee directors and our company, and ensure that the Board operates independently of management. The principal responsibilities assigned to the Lead Director include:

•

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;

Board’s Role in Risk Oversight

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 on specific risks within their areas of responsibility, but the Board believes that the overall enterprise risk management process is more properly overseen by all of the members of the 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.

Shareholder and Other Stakeholder Communication with the Board

If you 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 Ltd., Freier Platz 10, CH-8200, Schaffhausen, Switzerland.plc, P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU, United Kingdom. The Board has instructed the Corporate Secretary to forward such communications directly to the addressee(s).

Committees of the Board

The Board has three standing committees: 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 directors generally also meet in executive session without management present at each meeting.

Audit and Finance Committee

Members:		The members of the Audit and Finance Committee are Ronald L. Merriman (Chair), Leslie Abi-Karam, Jerry W. Burris, Charles A. Haggerty andJacques Esculier, David H.Y. Ho.Ho and Billie I. 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 publicly-traded company. The Board has determined that Mr. Merriman’s service on the audit committees of three other public companies does not impair his ability to effectively serve as Chair of our Audit and Finance Committee.
Report:		You can find the Audit and Finance Committee Report under “Audit and Finance Committee Report” of this Proxy Statement.
Financial Experts:		The Board has 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.
Compensation Committee
Role:		The Compensation Committee sets and administers the policies that govern executive compensation within the framework determined by the Board. This includes establishing and reviewing executive base salaries and administering cash bonus and equity-based compensation under the Pentair Ltd.plc 2012 Stock and Incentive Plan. The Compensation Committee also sets the Chief Executive Officer’s compensation based on the Board’s annual evaluation of the Chief Executive Officer’s 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 “Compensation Committee Practices,” “Services of Compensation Consultant,” “Role of Executive Officers in Compensation Decisions” and “Comparative Framework.”
Meetings:		The Compensation Committee held fivefour meetings in 2013.2014.
Members:		The members of the Compensation Committee are David A. Jones (Chair), Glynis A. Bryan, T. Michael Glenn and William T. Monahan. All members have been determined to be independent under NYSE rules.
Report:		You can find the Compensation Committee Report under “Compensation Committee Report” of this Proxy Statement.

Governance Committee
Role:		The Governance Committee is responsible for, among other things, identifying individuals qualified to become directors and recommending nominees to the Board for election at annual general meetings of shareholders. 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 developing and recommending to the Board our corporate governance principles. Finally, the Governance Committee oversees public policy matters and compliance with our Code of Business Conduct and Ethics.
Meetings:		The Governance Committee held fivefour meetings in 2013.2014.
Members:		The members of the Governance Committee are Glynis A. Bryan (Chair), T. Michael Glenn, David A. Jones and William T. Monahan. All members have been determined to be independent under NYSE rules.

Compensation Committee Interlocks and Insider Participation

During 2013,2014, we did not employ any member of the Compensation Committee as an officer or employee and there were no interlock relationships.

Independent Directors

The Board determines the independence of each director and nominee 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 and non-employee director nominees isare independent and has no material relationship with us, except as a director or shareholder:

In 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 reviewed each 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 2014, 2013 2012, and 2011;2012; and (ii) during all relevant years were not of an amount or nature that impeded the director’s exercise of independent judgment.

Our 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 Transactions

Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

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 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 2013.2014. To our knowledge, no related person transactions are currently proposed.

PROPOSAL 1

Re-election of Nine DirectorsRe-elect Eleven Director Nominees

(Ordinary Resolution)

Proposal of the Board

The Board, upon the recommendation of the Governance Committee, proposes nineall of our incumbent directors as nominees for re-election as directors for one-year terms that expire at the 2015conclusion of the 2016 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, and William T. Monahan.Monahan and Billie I. Williamson.

If re-elected, each of the nine director nominees standing for re-election at the Annual General Meeting will serve on the Board until the Annual General Meeting in 2015.2016. If any of the nine 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 nine nominees for re-election 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.

Vote Requirement

Under our Articles of Association, election of directors requires the affirmative vote of an absolutea majority (or in the event of a contested election, a plurality) of the votes cast (inpresent in person or by proxy)proxy and entitled to vote at the Annual General Meeting. A nominee who does not receive an absolutea majority of the votes cast in an uncontested election will not be elected to our Board. Vacancies in the Board may be filled through election by shareholders at a general meeting of shareholders. Your proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

Information About Directors

Board Composition

Our Articles of Association currently provide for a Board of eleven members, divided into three classes, with directors serving three-year terms. As a result of recent changes in Swiss law, in particular the amendment to the Swiss Federal Constitution related to board and executive compensation and the ordinance implementing such amendment, shareholders are now vested with the power to elect all the members of our Board on an annual basis. Swiss law does not require our Articles of Association to reflect this change until our 2015 annual general meeting and our Articles of Association do not yet reflect this change. Vacancies may be filled through election by shareholders at a general meeting of shareholders.

NineAll 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, and William T. Monahan and Billie I. Williamson, are standing for re-election at the Annual General Meeting. Two of our incumbent directors, Leslie Abi-Karam and Charles A. Haggerty, will not be nominees for re-election, which will result in two vacancies on our Board. As part of an ongoing process to refresh the composition of our Board, we are currently conducting a search process for new director candidates who will provide appropriate expertise and experience for our Board. Regardless of these vacancies, your proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

Directors’ Attendance

The Board held five meetings in 2013.2014. In each of the regularly scheduled meetings, the independent directors in attendance also met in executive session, without the Chief Executive Officer or other 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 year ended December 31, 2013.period for which such persons served as directors in 2014. We expect our directors to attend our annual general meetings of shareholders. In April 2013,May 2014, all of the directors then in office attended the 2013 annual meeting2014 Annual General Meeting of shareholders.Shareholders, except for Leslie Abi-Karam whose term expired at the 2014 Annual General Meeting of Shareholders. William T. Monahan has served as the Board’s Lead Director since January 1, 2008 and acts as the presiding director for all executive sessions of the independent directors.

Director QualificationsQualifications; Diversity and Tenure

The 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 candidates recommended by the Governance Committee and nominates candidates for election or re-election by the shareholders.

The 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 serving on the Board with 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 guided by the following principles, found in our Corporate Governance Principles:

Our Board’s policies 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 company at 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 areas of our annual Board assessment.

Shareholder Nominees

Shareholders submitted to the Governance Committee no candidates for nomination for election as a director at the 20142015 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 20152016 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 Article 11, Section 3Articles 55, 57, 58 and 61 of our Articles of Association, to our Governance Committee. This letter should be addressed c/o Corporate Secretary, Freier Platz 10, CH-8200, Schaffhausen, SwitzerlandP.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU, United Kingdom, no earlier than January 20, 201516, 2016 and no later than February 14, 201510, 2016 for consideration at the 20152016 Annual General Meeting. You may find a copy of our Articles of Association on file with the SEC by searching the EDGAR archives athttp://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 Freier Platz 10, CH-8200, Schaffhausen, Switzerland,P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU, United Kingdom, Attention: Corporate Secretary.

Directors Standing For Re-election

Glynis A. Bryan, director since 2003, age 55.56.

Ms. Bryan serves as the Chair of our Governance Committee. 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. Her familiarity with all aspects of Board responsibilities at Pentair will be critical in the future as governance and risk management processes continue to develop.

Jerry W. Burris,director since 2007, age 50.51.

Mr. Burris served asis 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 58.59.

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. Since 2010, Mr. Davidson has also been a director of DaVita HealthCare Partners Inc., a provider of kidney dialysis services.services, and since 2014 he has also been a director of Legg Mason, Inc., a global asset management company. Mr. Davidson is 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 also serves on the Board of Governors of the Financial Industry Regulatory Authority.

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 55.

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. From 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 of Pentair since 2007, age 58.59.

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 20062007 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 of Pentair since 2007, age 54.55.

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 Dong Fang Electric Corporation, a Chinese state owned enterprise (since 2009), and was a director of 3Com Corporation from 2008 through 2010, Owens-Illinois Inc. from 2008 to 2012 and Sinosteel Corporation from 2008 until 2012.

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 58.59.

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 2006.2006 and Covidien plc from 2007 to 2015. Mr. Hogan is also a director of Covidien plc.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 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 significant contributions to the Board.

David A. Jones, director since 2003, age 64.65.

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 to the board of directors as the lead director of The Hillman Group, Inc., a distributor of fasteners, key duplication systems, engraved tags and related hardware items 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 of Pentair since 2004, age 69.70.

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 66.67.

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 62.

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 3 years as Chief Financial Officer of AMX Corporation, a technology company focused on automation and control of work and home environments. Ms. Williamson currently also serves as a board member of Exelis Inc., where she is also a member of its audit and nominating and governance committees, 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. Ms. Williamson was formerly a director of Annie’s Inc. from 2012 to 2014.

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.

PROPOSAL 2

ElectionApprove, by Non-Binding Advisory Vote, the Compensation of the Chairman of the Board of DirectorsNamed Executive Officers

Proposal of the Board

The Board, upon the recommendation of the Governance Committee, proposes that Randall J. Hogan be elected as Chairman of the Board to hold office until the 2015 Annual General Meeting of shareholders.

Recent changes in Swiss law provide that the authority to elect the Chairman of our Board of Directors is now vested in shareholders. Previously, this authority was vested with the Board. The Chairman elected at the Annual General Meeting will have the same powers and duties as currently provided for in our Articles of Association and organizational regulations. Swiss law does not require our Articles of Association or organizational regulations to reflect this change until our 2015 annual general meeting and neither our Articles of Association nor organizational regulations reflect this change.

Mr. Hogan is the current Chairman of the Board. His biography appears above.

Vote Requirement

The election of the Chairman of the Board requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

PROPOSAL 3

Election of the Members of the Compensation Committee

Proposal of the Board

The Board, upon the recommendation of the Governance Committee, proposes the election of the following four incumbent directors as members of the Compensation Committee to hold office until the 2015 Annual General Meeting of shareholders: David A. Jones, Glynis A. Bryan, T. Michael Glenn and William T. Monahan.

Recent changes in Swiss law provide that the authority to elect the members of the Compensation Committee of our Board of Directors is now vested in shareholders. Previously, this authority was vested with the Board. The members of the Compensation Committee elected at the Annual General Meeting will have the same powers and duties as currently provided for in our Compensation Committee charter as amended from time to time. Swiss law does not require our Articles of Association or organizational regulations to reflect this change until our 2015 annual general meeting and neither our Articles of Association nor organizational regulations reflect this change.

All nominees are current members of the Board and currently serve on the Compensation Committee. The biographies of all nominees are listed above.

Vote Requirement

The election of each of the members of the Compensation Committee requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

PROPOSAL 4

Election of the Independent Proxy

Proposal of the Board

The Board proposes that Proxy Voting Services GmbH be elected to serve as the independent proxy at the 2015 Annual General Meeting of shareholders and also at any shareholder meeting that may be held prior to the 2015 Annual General Meeting.

Recent changes in Swiss law require our shareholders to elect an independent proxy to serve as a voting proxy at our shareholder meetings for shareholders who wish to vote at the meeting by proxy. The main task of the independent proxy is to vote shares held by shareholders of record at the shareholder meeting if instructed to do so by the shareholder. The independent proxy will vote the shares as instructed by the shareholder.

Vote Requirement

The election of the independent proxy requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

PROPOSAL 5

Approval of the Annual Report and Financial Statements(Ordinary Resolution)

Proposal of the Board

The Board proposes that the 2013 annual reportshareholders approve, by non-binding advisory vote, the compensation of Pentair Ltd., the statutory financial statementsNamed Executive Officers as disclosed pursuant to Item 402 of Pentair Ltd. for the year ended December 31, 2013Regulation S-K, including under “Compensation Discussion and Analysis” and the consolidatedcompensation tables and narrative discussion under “Executive Compensation” contained in this Proxy Statement.

Executive compensation is an important matter to 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, we 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 utilize our executive compensation programs to provide competitive compensation within our peer group that will motivate and reward executives for achieving financial statementsand strategic objectives, provide rewards commensurate with performance to incentivize the Named Executive Officers to perform at their highest levels, encourage innovation and growth, attract and retain the Named Executive Officers and other key executives and align our executive compensation with shareholders’ interests through the use of Pentair Ltd. forequity-based incentive awards.

The Compensation Committee has overseen the year ended December 31, 2013 be approved.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.

Our annual reportWith these compensation objectives in mind, the Compensation Committee has taken compensation actions including the following:

The Compensation Committee’s compensation 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 year ended December 31, 2013, which accompaniescompensation of the Named Executive Officers as disclosed in this Proxy Statement, includesStatement. This non-binding advisory vote to approve the statutory financial statementscompensation of Pentair Ltd. (which do not consolidate the results of operations forNamed Executive Officers gives our subsidiaries) andshareholders the consolidated financial statements of Pentair Ltd. for the year ended December 31, 2013, and contains the reports of our statutory auditor and our independent registered public accounting firm, as well as information on our business, organization and strategy. Copies of our 2013 annual report and this Proxy Statement are available on the Internet at www.proxyvote.com.

Deloitte AG, as our statutory auditor, has issued an unqualified recommendation to the Annual General Meeting that the statutory financial statements of Pentair Ltd. for the year ended December 31, 2013 be approved. As our statutory auditor, Deloitte AG has expressed its opinion that the financial statements for the year ended December 31, 2013 comply with Swiss law and our Articles of Association.

Deloitte AG has also issued a recommendation to the Annual General Meeting that the consolidated financial statements of Pentair Ltd. for the year ended December 31, 2013 be approved. As our statutory auditor, Deloitte AG has expressed its opinion that the consolidated financial statements for the year ended December 31, 2013 present fairly, in all material respects, the financial position, the results of operations and the cash flows of Pentair Ltd. in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and comply with Swiss law.

Representatives of Deloitte AG will attend the Annual General Meeting and will have an opportunity to make a statement if they wish. They will also be availabletheir opinions known about our executive compensation programs. As we seek to answer questions atalign our executive compensation programs with the meeting.interests of our shareholders while continuing to retain key talented executives that drive our company’s success, we ask that our shareholders approve the compensation of the Named Executive Officers as disclosed in this Proxy Statement.

Vote Requirement

Under Swiss law, our annual report, parent company financial statements of Pentair Ltd. and consolidated financial statements for the year ended December 31, 2013 must be submitted to shareholders for approval at each annual general meeting. Approval, by non-binding advisory vote, of the annual report and financial statements requires the affirmative vote of an absolute majoritycompensation of the votes represented (in person or by proxy) at the Annual General Meeting.

PROPOSAL 6

Discharge of the Board of Directors andNamed Executive Officers of Pentair Ltd. from Liability

for the Year Ended December 31, 2013

Proposal of the Board

The Board proposes that the members of the Board and our executive officers be discharged from liability for their activities during the year ended December 31, 2013.

As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss Code of Obligations, shareholders are requested to discharge the members of the Board and our executive officers from liability for their activities during the year ended December 31, 2013. This discharge excludes liability claims brought by us or our shareholders against the members of the Board and our executive officers for activities carried out during the year ended December 31, 2013 relating to facts that have not been disclosed to shareholders. Registered shareholders that do not vote in favor of this agenda item are not bound by the result for a period ending six months after the vote.

Vote Requirement

The discharge of the Board and our executive officers requires the affirmative vote of a majority of the votes cast (inpresent in person or by proxy) at the Annual General Meeting, not counting the votes of any member of our Board or any of our executive officers or any votes represented by us.

PROPOSAL 7

Election of Auditors

Proposal 7(a)—Re-election of Statutory Auditors

Proposal of the Board

The Board proposes that Deloitte AG be re-elected as statutory auditors until the next annual general meeting.

Our shareholders must elect a firm as statutory auditor. The statutory auditor’s main task isproxy and entitled to audit our consolidated financial statements and the statutory financial statements of Pentair Ltd. that are required under Swiss law. The Board has recommended that Deloitte AG, Zürich, Switzerland, be elected as our statutory auditor for our consolidated financial statements and the statutory financial statements of Pentair Ltd. until our next annual general meeting.

Representatives of Deloitte AG will be present at the Annual General Meeting and be available to make a statement or respond to appropriate questions.

For independent auditor fee information and information on our pre-approval policy of audit and non-audit services, see Proposal 7(b) below. Please also see the Audit and Finance Committee Report included in this Proxy Statement for additional information about our statutory auditors.

Vote Requirement

The re-election of the statutory auditors requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

Proposal 7(b)—Ratification ofPROPOSAL 3

Ratify, by Non-Binding Advisory Vote, the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting FirmAuditors of Pentair plc and Authorize, by Binding Vote, the Audit and Finance Committee to Set the Auditors’ Remuneration

(Ordinary Resolution)

Proposal of the Board

The Board proposes that Deloitte & Touche LLP be ratifiedserved as our independent registered public accounting firmauditors for the fiscal year ended December 31, 2014. The Audit and Finance Committee has selected and appointed Deloitte & Touche LLP to audit our financial statements for the fiscal year ending December 31, 2014.

We are seeking2015. The Board, upon the shareholders’ ratificationrecommendation of the Audit and Finance Committee, is asking our shareholders to ratify, by non-binding advisory vote, the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to audit our consolidated financial statementsauditors for U.S. federal securities law reporting for the fiscal year ending December 31, 2014. If2015 and to authorize, by binding vote, the shareholders doAudit and Finance Committee of the Board of Directors to set the independent auditors’ remuneration. Although approval is not ratifyrequired by our Articles of Association or otherwise, the Board is submitting the appointment of Deloitte & Touche LLP to our shareholders for approval by non-binding advisory vote because we value our shareholders’ views on our independent auditors. If the appointment of Deloitte & Touche LLP is not ratified by shareholders, it will be considered as notice to the Board and the Audit and Finance Committee will make another appointment effective forto consider the subsequent fiscal year.selection of a different firm. Even if the shareholders ratify the appointment is ratified, the Audit and Finance Committee in its discretion may select a newdifferent independent auditor at any time during the year if it determines that it believes such a change would be in our best interests and in the best interests of our company and our shareholders.

RepresentativesWe expect that one or more representatives of Deloitte & Touche LLP will be present at the Annual General Meeting and be availableMeeting. 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 appropriateany questions.

Please see the Audit and Finance Committee Report included in this Proxy Statement for additional information about our independent registered public accounting firm.

Vote Requirement

The ratification of the appointment of the independent registered accounting firm requires the affirmative vote of an absolute majority of the votes represented (in person or by proxy) at the Annual General Meeting.

Audit and Finance Committee Pre-approval Policy

The 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 2013.2014. 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 Registered Public Accounting FirmAuditors

We 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 20132014 and 2012.2013. Their fees for these services were as follows (in thousands):

Proposal 7(c)—Election of Special Auditors

Proposal of the Board

The Board proposes that PricewaterhouseCoopers AG be elected as special auditors until the next annual general meeting.

Under Swiss law, special reports by an auditor are required in connection with certain corporate transactions, including certain types of increases or decreases in share capital. Because of the auditor independence requirements under U.S. Federal securities laws, we do not believe Deloitte AG can act as our special auditing firm with respect to certain types of corporate transactions. The Board has recommended that PricewaterhouseCoopers AG, Zürich, Switzerland, be elected as special auditing firm until our next annual general meeting.

Vote Requirement

The electionRatification, by non-binding advisory vote, of the specialappointment 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 an absolutea majority of the votes represented (inpresent in person or by proxy)proxy and entitled to vote at the Annual General Meeting.

PROPOSAL 84

AppropriationAuthorize Holding the 2016 Annual General Meeting of Results for the Year Ended December 31, 2013 and Conversion and AppropriationShareholders of Pentair plc at a Location Outside of Ireland

of Reserves from Capital Contributions to Distribute an (Ordinary Cash Dividend

Proposal 8(a)—Appropriation of Results for the Year Ended December 31, 2013Resolution)

Proposal of the Board

The Board proposes that our net gain be appropriated to increase the general reserveUnder Irish law and the accumulated earnings (deficit) in our statutory accounts as shown below.

Our net gain for the year ended December 31, 2013 increases total shareholders’ equity in our statutory accounts. The corresponding appropriations to the general reserve and accumulated earnings do not have an impact on net equity. Our net gain in our standalone statutory accounts for the year ended December 31, 2013 is derived primarily from intercompany transactions in the year ended December 31, 2013, and is separate from our net gain reported in our consolidated financial statements presented in accordance with U.S. generally accepted accounting principles.Article 30 of our Articles of Association, the shareholders of Pentair plc must authorize holding any annual general meeting of shareholders at a location outside of Ireland. The following table showsBoard may determine to hold the appropriation2016 Annual General Meeting of net gainShareholders outside of Ireland, and is therefore asking our shareholders to authorize holding the 2016 Annual General Meeting of Shareholders at a location outside of Ireland.

The text of the resolution in Swiss francs and U.S. dollars (converted from Swiss francsrespect of Proposal 4 is as follows:

IT IS RESOLVED, that the Annual General Meeting of December 31, 2013)Shareholders of Pentair plc in 2016 may be held at such place outside Ireland as proposedmay be determined by the Board (in millions):