DEF 14A 1 tt3960881-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Trane Technologies

(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 ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

2022
Notice and
Proxy Statement

Table of Contents

A Letter from Our Board of Directors

Dear Fellow Shareholders:

Extraordinary times call for bold leadership. As the Trane Technologies Board of Directors, we are committed to building a healthy, equitable, and sustainable future. Trane Technologies remains steadfast in the pursuit of our purpose to boldly challenge what’s possible for a sustainable world.

This past year, global resilience was tested by a lingering public health crisis, real impacts of climate change, and worldwide supply chain disruptions. These challenges amplified the social and economic inequity that persists around the world. The events of the past year only strengthen our sense of responsibility to address these challenges and blaze a trail for a better future, while serving our team members, customers, investors and communities.

We welcomed our new CEO and Board chair, Dave Regnery, who is bringing our purpose to life through his visionary leadership. Dave brings a long tenure with the company, a remarkable record of delivering business growth, and deep passion for serving customers while making a positive impact on the world. Through comprehensive succession planning for our CEO and other key leadership positions, we’re ensuring that we sustain our strong company performance and culture.

Environmental Social Governance (“ESG”) remains core to our company’s strategy and in sharp focus for the Board. In 2021, we made notable progress toward our ambitious 2030 Sustainability Commitments. This includes bringing innovation to customers that helps them create healthy and efficient spaces and deliver food, medicine and vaccines while reducing greenhouse gas emissions. These solutions advance customers’ sustainability goals while contributing to our Gigaton Challenge to reduce a billion metric tons of emissions from customers’ footprints. Across our own global footprint, we are on pace to achieve carbon neutral operations and zero-waste to landfill. Throughout the year, we adjusted our operations to ensure the health and safety of team members and solve for global supply chain disruptions, all while meeting record customer demand.

Trane Technologies also made great strides in diversity, equity and inclusion. We made strong progress toward gender parity in senior leadership and workforce diversity reflective of our communities. To ensure leadership accountability, we revised our executive and senior leader annual incentive plan to link directly to our ESG metrics. About 2,300 company leaders now have their compensation tied to the company’s ambitious social and environmental sustainability goals.

In 2021, the Board also reviewed and further defined its governance practices and infrastructure to sharpen the lens on sustainability and workforce matters. We are committed to ensuring that the company’s purpose of delivering a sustainable future helps to build resilience and create broadly positive ESG impact, while achieving long-term durable profits for investors. To that end, we reviewed our committee charters to align risk and ESG oversight and amended them to reflect these responsibilities. This includes amending the Sustainability, Corporate Governance and Nominating Committee name to reflect the Committee’s oversight of the company’s sustainability efforts, including the development and implementation of policies relating to ESG. We also amended the Human Resources and Compensation Committee name to reflect the committee’s broader purpose of key human resource management initiatives related to leadership talent recruitment and retention, diversity and inclusion, pay equity and wages, as well as setting, reviewing and approving ESG factors for the company’s Annual Incentive Matrix.

As we lead through these extraordinary times, we embrace Trane Technologies’ tremendous responsibility and opportunity as a climate innovator and a pacesetter to boldly transform our industry and make possible a sustainable world.

Sincerely,

2022 Proxy Statement

Table of Contents

Notice of 2022 Annual General Meeting of Shareholders

Voting Items

Proposals To Be Voted		Board Vote Recommendation	For Further Details
1.	To elect 11 directors for a period of one year	FOR each director nominee	Page 15
2.	To give advisory approval of the compensation of the Company’s Named Executive Officers	FOR	Page 23
3.	To approve the appointment of PricewaterhouseCoopers LLP as independent auditors of the Company and authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration	FOR	Page 23
4.	To renew the existing authority of the directors of the Company to issue shares	FOR	Page 25
5.	To renew the existing authority of the directors of the Company to issue shares for cash without first offering shares to existing shareholders (Special Resolution)	FOR	Page 26
6.	To determine the price range at which the Company can re-allot shares that it holds as treasury shares (Special Resolution)	FOR	Page 27

Shareholders will also conduct such other business properly brought before the meeting.

By Order of the Board of Directors,

EVAN M. TURTZ
SENIOR VICE PRESIDENT AND GENERAL COUNSEL

Attending the Meeting

If you are a shareholder who is entitled to attend and vote, then you are entitled to appoint a proxy or proxies to attend and vote on your behalf. A proxy is not required to be a shareholder in the Company. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact the Company Secretary at our registered office.

Important Notice regarding the availability of proxy materials for the Annual General Meeting of Shareholders to be held on June 2, 2022.

The Annual Report and Proxy Statement are available at www.proxyvote.com.

The Notice of Internet Availability of Proxy Materials or this Notice of 2022 Annual General Meeting of Shareholders, the Proxy Statement and the Annual Report are first being mailed to shareholders on or about April 22, 2022.

2023 Annual Meeting
Deadline for shareholder proposals for inclusion in the proxy statement:
December 23, 2022

Deadline for business proposals and nominations for director: March 4, 2023

Date and Time

June 2, 2022 (Thursday)
2:30 p.m. local time

KIRK E. ARNOLD

ANN C. BERZIN

APRIL MILLER BOISE

JOHN BRUTON

JARED L. COHON

GARY D. FORSEE

LINDA P. HUDSON

MYLES P. LEE

DAVID S. REGNERY

JOHN P. SURMA

TONY L. WHITE

SEC Form DEF 14A filed by Trane Technologies plc