Item 1.01 Entry into a Material Definitive Agreement.
On
All obligations under the 2020 Revolving Credit Agreement will be guaranteed on a senior basis by the Guarantors and each Borrower will guarantee the obligations under the 2020 Revolving Credit Agreement of the other Borrower. The 2020 Revolving Credit Agreement contains negative and affirmative covenants and events of default customary for credit facilities of this type. The foregoing description of the 2020 Revolving Credit Agreement is included to provide information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the 2020 Revolving Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Effective
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2020 Annual General Meeting, the Company's shareholders: (1) elect all twelve of the Company's nominees for director;
(2) provided advisory approval of the compensation of the Company's named executive officers; (3) approved the appointment ofPriceWaterhouseCoopers to serve as the Company's independent auditors for the fiscal year endingDecember 31, 2020 and authorized the Audit Committee to set the auditors' remuneration;
(4) approved the renewal of the Directors' existing authority to issue shares;
(5) approved the renewal of the Directors' existing authority to issue shares for cash without first offering shares to existing shareholders; and (6) approved the determination of the price range at which the Company can reissue shares that it holds as treasury shares.
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Proposals 1(a)-(l). Election of twelve (12) directors to hold office until the Company's next Annual General Meeting of Shareholders:
Nominees For Against Abstain Broker Non-Vote
(a)
Proposal 2. Advisory approval of the compensation of the Company's named executive officers:
For Against Abstain Broker Non Vote 176,717,522 17,714,425 1,325,192 16,041,290
Proposal 3. Approval of the Appointment of Independent Auditors:
For Against Abstain Broker Non Vote 195,906,269 15,015,129 877,031 -
Proposal 4. Approval of the
For Against Abstain Broker Non Vote 198,333,602 12,526,508 938,319 -
Proposal 5. Approval of the Directors' Authority to Issue Shares for Cash:
For Against Abstain Broker Non Vote 206,490,957 4,156,317 1,151,155 -
Proposal 6. Approval of the Directors' Authority to Issue Shares for Cash:
For Against Abstain Broker Non Vote 206,782,857 3,216,575 1,798,997 -
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
10.1 Credit Agreement datedJune 4, 2020 among Trane Technologies Holdco Inc.,Trane Technologies Global Holding Company Limited andTrane Technologies Luxembourg Finance S.A. ,Trane Technologies plc ,Trane Technologies Lux International Holding Company S.à r.l. ("TT Lux Holding Company "),Trane Technologies Irish Holdings Unlimited Company ("Irish Holdings "),Trane Technologies Company LLC ("TTC" and, together with TT Parent,Irish Holdings andTT Lux Holding Company , the "Guarantors"),JPMorgan Chase Bank, N.A ., as Administrative Agent,Citibank, N.A ., as Syndication Agent,Deutsche Bank Securities Inc. ,Goldman Sachs Bank USA andMUFG Bank, Ltd. , as Documentation Agents, andJPMorgan Chase Bank, N.A .,Citibank, N.A .,BofA Securities, Inc. ,BNP Securities Corp. andMizuho Bank, Ltd. , as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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