ITEM 5.02 Departure of Director or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers At the annual meeting of the shareholders of Pentair, Inc. (the "Company") held on April 30, 2009, the shareholders of the Company approved the Company's Executive Officer Performance Plan (the "EOPP"). The EOPP is a component of the Company's overall compensation program that closely aligns annual incentive pay with the achievement of the Company's financial objectives. Key executives are eligible to earn annual bonuses under the EOPP if the Company achieves specific performance goals established by the Compensation Committee of the Company's Board of Directors.
The Company cannot currently determine the benefits, if any, to be paid under the EOPP in the future to key executives of the Company, including the named executive officers.
The EOPP is described in detail in the Company's proxy statement for the 2009 annual meeting of its shareholders filed with the Securities and Exchange Commission on March 17, 2009.
The description of the EOPP set forth above is qualified in its entirety by reference to the full text of the EOPP, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. ITEM 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

(c) Shell Company Transactions

Not applicable.

(d) Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit Description 10.1 Pentair, Inc. Executive Officer Performance Plan (incorporated by reference to Appendix B to Pentair, Inc.'s proxy statement for its 2009 annual meeting of shareholders filed on March 17, 2009).

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