Pentair (PNR) Proxy filing summary

Executive summary

• Achieved record annual sales of $4.2 billion in 2025, with 2% growth over FY2024, and strong free cash flow of $748.4 million, up 8% from FY2024.

• Adjusted earnings per share rose 14% to $4.92, and adjusted operating income increased 10% to $1,053.5 million.

• Organizational updates combined Flow Residential with Water Solutions to drive operational synergies and growth.

• Increased quarterly cash dividend and returned $389.3 million to shareholders through dividends and share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote on re-election of nine director nominees, approval of executive compensation (say-on-pay), ratification of Deloitte & Touche LLP as auditor, authorization to allot new shares, opt-out of statutory preemption rights, and authorization of price range for re-allotment of treasury shares.

• Proposals 1-4 require a simple majority; Proposals 5-6 require at least 75% approval.

Board of directors and corporate governance

• Board consists of nine members post-AGM, with all but the CEO being independent.

• Board committees (Audit and Finance, Compensation, Governance) are composed solely of independent directors.

• Annual board and committee self-assessments and ongoing director education are conducted.

• Board leadership is separated, with an independent Chair; Mr. Glenn will become Chair after the AGM.

• Proxy access and majority voting are available to shareholders.