0001524472false00015244722025-05-132025-05-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 13, 2025
XYLEM INC.
(Exact name of registrant as specified in its charter)
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| Indiana |
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001-35229 |
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45-2080495 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 301 Water Street SE |
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20003 |
| Washington |
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DC |
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| (Address of principal executive offices) |
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(Zip Code) |
(202) 869-9150
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange of which registered |
| Common Stock, par value $0.01 per share |
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XYL |
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New York Stock Exchange |
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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 (see General Instruction A.2. below):
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 5.07 |
Submission of Matters to a Vote of Security Holders |
On May 13, 2025, Xylem Inc. (the "Company") held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). There were 215,819,341 shares of the Company’s common stock represented at the Annual Meeting in person or by proxy, constituting 88.68% of the Company’s outstanding common stock on March 17, 2025, the record date. The final voting results for each item voted on at the Annual Meeting are set forth below:
1Proposal One: Election of Nine Directors. The following nominees were elected to serve as directors of the Company for a one-year term:
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| NOMINEE |
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FOR |
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AGAINST |
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ABSTENTIONS |
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BROKER
NON-VOTES |
| Earl R. Ellis |
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203,500,550 |
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2,100,829 |
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143,508 |
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10,074,454 |
| Robert F. Friel |
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196,804,048 |
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8,793,619 |
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147,220 |
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10,074,454 |
| Lisa Glatch |
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203,849,971 |
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1,760,829 |
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134,087 |
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10,074,454 |
| Victoria D. Harker |
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190,150,878 |
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15,350,235 |
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243,774 |
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10,074,454 |
| Mark D. Morelli |
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195,905,039 |
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9,697,624 |
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142,224 |
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10,074,454 |
| Jerome A. Peribere |
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178,772,671 |
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26,469,530 |
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502,686 |
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10,074,454 |
| Matthew F. Pine |
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203,148,257 |
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2,372,127 |
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224,503 |
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10,074,454 |
| Lila Tretikov |
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201,180,979 |
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4,313,959 |
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249,949 |
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10,074,454 |
| Uday Yadav |
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199,569,989 |
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5,929,869 |
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245,029 |
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10,074,454 |
2Proposal Two: Ratification of Appointment of the Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025:
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| FOR |
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AGAINST |
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ABSTENTIONS |
| 208,116,815 |
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6,994,046 |
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708,480 |
3Proposal Three: Advisory Vote on Named Executive Compensation. Shareholders approved a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers as described in the Company’s 2025 proxy statement.
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| FOR |
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AGAINST |
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ABSTENTIONS |
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BROKER
NON-VOTES |
| 178,806,646 |
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26,648,724 |
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289,517 |
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10,074,454 |
4Proposal Four: Shareholder Proposal – Special Shareholder Meeting Improvement. The shareholder proposal did not obtain approval because it did not receive the affirmative vote of a majority of the outstanding shares entitled to vote on the proposal:
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| FOR |
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AGAINST |
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ABSTENTIONS |
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BROKER
NON-VOTES |
| 94,569,014 |
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110,818,646 |
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357,227 |
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10,074,454 |
SIGNATURES
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.
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XYLEM INC. |
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| Date: May 16, 2025 |
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By: |
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/s/ Kelly C. O'Shea |
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Kelly C. O'Shea |
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VP, Chief Corporate Counsel & Corporate Secretary |
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