0001466258false0000000014662582022-01-052022-01-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________
FORM 8-K
____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) — January 5, 2022
____________________________________________
TRANE TECHNOLOGIES PLC
(Exact name of registrant as specified in its charter)
____________________________________________
|
|
|
|
|
|
|
|
|
|
|
Ireland
|
001-34400
|
98-0626632
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
170/175 Lakeview Drive
Airside Business Park
Swords Co. Dublin
Ireland
(Address of principal executive offices, including zip code)
+(353)(0)18707400
(Registrant’s phone number, including area code)
N/A
(Former name or former address, if changed since last report)
____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
|
Ordinary Shares, Par Value $1.00 per Share
|
|
TT
|
|
New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
|
|
|
|
|
|
|
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
On January 5, 2022, Marcia J. Avedon, Executive Vice President and Chief Human Resources, Marketing and Communications Officer, announced her intention to retire from the Company.
In connection with Ms. Avedon’s agreement to continue her employment for a transition period through April 2022, the Human Resources and Compensation Committee of the Board of Directors agreed to provide a cash retention award described in an employment letter dated January 5, 2022 (the “Avedon Offer Letter”). This description is qualified in its entirety by the Avedon Offer Letter, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
The Company issued a press release on January 6, 2022 announcing the retirement of Ms. Avedon. A copy of this news release is furnished as Exhibit 99.1 to this report.
|
|
|
|
|
|
|
|
Item 9.01.
|
Financial Statements and Exhibits
|
|
|
|
|
(d) Exhibits.
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
Description
|
|
|
|
|
|
|
|
Marcia J. Avedon Offer Letter, Dated January 5, 2022
|
|
|
|
|
|
|
|
Press release dated January 6, 2022
|
|
|
|
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
TRANE TECHNOLOGIES PLC
(Registrant)
|
|
|
|
|
|
Date:
|
January 6, 2022
|
/s/ Evan M. Turtz
|
|
|
|
Evan M. Turtz, Senior Vice President, General Counsel and Secretary
|
[Trane Technologies Letterhead]
January 5, 2022
Ms. Marcia J. Avedon
Dear Marcia:
Thank you for your successful leadership of the Human Resources, Communications, Marketing and Government Relations functions of Trane Technologies and agreeing to delay your retirement in order to ensure a successful transition to your successors. In acknowledgement of the importance of your continued employment during this transition period, the Company is offering you a retention bonus. We are pleased to offer you this special retention bonus of $200,000 in a one-time payment (less applicable withholdings and deductions), upon satisfaction of the following conditions:
a.You sign this letter in the space provided below and return it to me by the end of the day.
a.You remain employed with Trane Technologies through April 30, 2022.
a.You successfully support the transition to your successors.
If the above-mentioned conditions are met, a retention bonus in the amount of $200,000 would be payable to you on April 30, 2022 or as soon as administratively possible after this date. The retention bonus shall not be considered compensation for purposes of determining the amount of benefits payable or any individual’s rights under any employee benefit program of the Company.
Thank you, Marcia for your significant leadership and overall contributions to Trane Technologies.
Sincerely,
/s/ David S. Regnery
David S. Regnery
Chair and Chief Executive Officer
Cc: Lynn Castrataro
EMPLOYMENT ACKNOWLEDGEMENT AND SIGNATURE:
Although I understand that my employment is at-will and that this memo does not change my at-will status, by signing below I represent that I currently intend to continue employment with the Company in my current position through at least April 30, 2022. I understand that the company is offering the Retention Bonus described above in reliance upon my representation.
I accept the terms associated with this retention agreement and agree to the conditions in this letter.
/s/ Marcia J. Avedon 1/5/2022
___________________________________ _________________________
Ms. Marcia J. Avedon Date
Trane Technologies Announces Human Resources, Communications and Marketing Leadership Transition
•Marcia Avedon, executive vice president and chief human resources, marketing and communications officer, to retire in April
•Mairéad Magner named senior vice president and chief human resources officer
•Carrie Amendum Ruddy named senior vice president and chief communications and marketing officer
SWORDS, Ireland, Jan. 6, 2022 – Trane Technologies (NYSE: TT), a global climate innovator, today announced that Marcia Avedon, Ph.D., executive vice president and chief human resources, marketing and communications officer, has announced her planned retirement from the company in April 2022 after 15 years of service and a distinguished career. Mairéad Magner has been named senior vice president and chief human resources officer, and Carrie Amendum Ruddy has been named senior vice president and chief communications and marketing officer, effective immediately. Magner and Ruddy will report to Dave Regnery, Trane Technologies board chair and CEO, and will serve on the Enterprise Leadership Team as executive officers of the company.
Avedon has served as chief human resources officer since 2007, also overseeing the company’s communications, marketing and government relations functions. She led the launch of the company’s diversity and inclusion strategy, and dramatically enhanced the strategic value of the company’s people and stakeholder engagement practices. Avedon has led through significant organizational change and transformation, including several mergers and acquisitions. She is widely recognized for building an engaging, award-winning culture at the company.
Avedon currently serves on the board of directors for Generac Power Systems. She is a fellow and director of the National Academy of Human Resources, and serves on the board for the HR Policy Association (HRPA) and chairs the HRPA’s Center on Executive Compensation. She was a founder and inaugural chair of the University of South Carolina’s Center for Executive Succession and currently serves on the board.
“Marcia has been integral to our transformation over many years, resulting in the Trane Technologies of today,” said Regnery. “She has worked in deep partnership with me as well as former chair and CEO Mike Lamach to shape our unique and uplifting culture. Through her leadership in professional, academic and industry organizations, she has contributed widely to the advancement of the human resources discipline. Marcia has made a tremendous and lasting impact, and I wish her the best in her retirement.”
Avedon will work over the next few months to support a smooth transition of responsibilities to Magner and Ruddy.
Magner will lead all aspects of the company’s human resources strategy and oversee all human resource functions globally. She has spent her entire career with the company, joining in 1998 through a human resources leadership development program. She has led human resources for several of the company’s business units in Europe, the Americas and globally, supporting business growth, organizational development, mergers and acquisitions, and transformation initiatives. Most recently, Magner served as vice president, talent and organization capability,
where she led the organizational design after the separation of the company’s Industrial segment and the launch of Trane Technologies in 2020.
Ruddy most recently served as vice president, communications and corporate citizenship and will now also oversee the company’s marketing and government relations functions. She has led internal and external communications and stakeholder engagement for several strategic transactions and organizational change efforts, including the launch of Trane Technologies. Ruddy joined the company in 2014 as head of employee communications and engagement. Previously, she held communications leadership roles at Bank of America, Delhaize Group and Wachovia Corp.
“I’m excited to add Mairéad and Carrie’s varied experiences and valuable perspectives to our leadership team,” said Regnery. “Mairéad provides excellent counsel and business partnership and has deep expertise building diverse teams and capabilities, developing company culture, and accelerating business objectives through talent strategies and organizational capabilities.
“Carrie is skilled in leading reputation and stakeholder engagement strategies for major corporate transactions, large-scale organizational changes, and strategic business initiatives. These leaders will help enable our strategy as we continue to challenge what’s possible for a sustainable world.”
About Trane Technologies
Trane Technologies is a global climate innovator. Through our strategic brands Trane® and Thermo King®, and our environmentally responsible portfolio of products and services, we bring efficient and sustainable climate solutions to buildings, homes, and transportation. Learn more at tranetechologies.com.