Form 8-K - Current report

Allegion plc 0001579241 false 0001579241 2024-12-04 2024-12-04 0001579241 us-gaap:CommonStockMember 2024-12-04 2024-12-04 0001579241 alle:ThreePointFivePercentSeniorNotesDue2029Member 2024-12-04 2024-12-04

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): December 4, 2024

 

 

ALLEGION PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in Charter)

 

 

 

		Ireland		001-35971		98-1108930
		(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

		Block D Iveagh Court Harcourt Road Dublin 2 Ireland		D02 VH94
		(Address of Principal Executive Offices)		(Zip Code)

(353)(1) 2546200

(Registrant’s telephone 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(s)		Name of each exchange on which registered
Ordinary shares, par value $0.01 per share		ALLE		New York Stock Exchange
3.500% Senior Notes due 2029		ALLE 3 1⁄2		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2024, the Board of Directors (the “Board”) of Allegion plc (the “Company”) increased the size of the Board to nine (9) directors and appointed Gregg C. Sengstack to the Board, each effective as of such date. Mr. Sengstack, age 66, currently serves as Executive Chairperson of Franklin Electric Co., Inc., a global manufacturer and distributor of water and fuel pumping systems, and prior to that, served as its Chief Executive Officer from 2014 to July 2024.

The Board has determined that Mr. Sengstack is an independent director under the New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines.

Mr. Sengstack will serve as a member of the Audit and Finance Committee, the Compensation and Human Capital Committee, and the Corporate Governance and Nominating Committee.

There are no arrangements or understandings between Mr. Sengstack and any other person pursuant to which he was selected and appointed as a director of the Company. There are no transactions in which Mr. Sengstack has a direct or indirect material interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his service on the Board, Mr. Sengstack will be entitled to compensation under the Company’s non-employee director compensation program, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024, as may be adjusted by the Board from time to time. Mr. Sengstack is also expected to enter into the Company’s standard Deed Poll Indemnity, the form of which is filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 21, 2024.

 

Item 7.01

Regulation FD.

A copy of the press release announcing the appointment of Mr. Sengstack to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference. 

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit   No.		Description
99.1		Press Release of Allegion plc dated December 4, 2024
104		Cover Page Interactive Data File (formatted in Inline XBRL)

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SIGNATURE

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.

 

				ALLEGION PLC   (Registrant)
Date: December 5, 2024				/s/ Jeffrey N. Braun
				Jeffrey N. Braun Secretary

Exhibit 99.1

 

Allegion Appoints Gregg Sengstack to Board of Directors

DUBLIN--(BUSINESS WIRE)-- Allegion plc (NYSE: ALLE), a leading global security products and solutions provider, has appointed Gregg Sengstack, executive chairperson of Franklin Electric Company, Inc., to the Allegion Board of Directors (Board).

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20241204231219/en/

 

Gregg c. Sengstack (Photo: Business Wire)		With Sengstack’s appointment, Allegion has a nine-member board, including eight independent
		directors. Sengstack will sit on the Board’s Audit and Finance Committee, Compensation and

Human Capital Committee as well as its Corporate Governance and Nominating Committee.

“Gregg brings a wealth of knowledge and skills from a professional career that spans more than 30 years,” Lauren B. Peters, chair of the Board, said. “He has served as a public company CEO and CFO, and has extensive experience in international markets, general management and finance. We’re excited to welcome him to the Allegion Board.”

Sengstack joined Franklin Electric in 1988 as assistant treasurer, later becoming chief financial officer (CFO) in 1999. Following a successful tenure as CFO, he held the roles of senior vice president and president of Franklin Fueling Systems and International Water Group, and then president and chief operating officer (COO) of Franklin Electric. Sengstack served as CEO for 10 years, from 2014 to July 2024, and he was elected as chairperson of the company’s board in 2015.

Today, Sengstack additionally serves on the board of Woodward, Inc. He is a graduate of Bucknell University and the University of Chicago.

For more on Allegion’s corporate governance, refer to www.allegion.com/ESG. You can also see the company’s full board of directors by clicking here.

About Allegion

Allegion (NYSE: ALLE) is a global pioneer in seamless access, with leading brands like CISA^®, Interflex^®, LCN^®, Schlage^®, SimonsVoss^® and Von Duprin^®. Focusing on security around the door and adjacent areas, Allegion secures people and assets with a range of solutions for homes, businesses, schools and institutions. Allegion had $3.7 billion in revenue in 2023, and its security products are sold around the world.

For more, visit www.allegion.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241204231219/en/

Media Contact:

Whitney Moorman - Director, Global Communications

317-810-3241

[e-mail]

Analyst Contacts:

Jobi Coyle - Director, Investor Relations

317-810-3107

[e-mail]

Josh Pokrzywinski - Vice President, Investor Relations

463-210-8595

[e-mail]

Document and Entity Information	Dec. 04, 2024
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 04, 2024
Entity Registrant Name	Allegion plc
Entity Incorporation State Country Code	L2
Entity File Number	001-35971
Entity Tax Identification Number	98-1108930
Entity Address Address Line 1	Block D
Entity Address Address Line 2	Iveagh Court
Entity Address Address Line 3	Harcourt Road
Entity Address City Or Town	Dublin 2
Entity Address Country	IE
Entity Address Postal Zip Code	D02 VH94
Country Region	353
City Area Code	1
Local Phone Number	2546200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001579241
Amendment Flag	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Ordinary shares, par value $0.01 per share
Trading Symbol	ALLE
Security Exchange Name	NYSE
Three Point Five% Senior Notes Due 2029 [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.500% Senior Notes due 2029
Trading Symbol	ALLE 3 1⁄2
Security Exchange Name	NYSE

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