Document
 

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 9, 2018
 
XYLEM INC.
(Exact name of registrant as specified in its charter)

 

 
 
 
 
 
Indiana
 
001-35229
 
45-2080495
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1 International Drive
Rye Brook, New York
 
10573
(Address of principal executive offices)
 
(Zip Code)
(914) 323-5700
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
¨
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))
¨
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.¨



 


Item 5.07
Submission of Matters to a Vote of Security Holders.

On May 9, 2018, Xylem Inc. (the "Company") held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). There were 157,571,318 shares of the Company’s common stock represented at the Annual Meeting in person or by proxy, constituting 87.57% of the Company’s outstanding common stock on March 13, 2018, the record date.
The final voting results for each item voted on at the Annual Meeting are set forth below:
 
1.
Proposal One: Election of Ten Directors. The following nominees were elected to serve as directors of the Company for a one-year term:
NOMINEE
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
Jeanne Beliveau-Dunn
144,743,448
 
435,460
 
145,422
 
12,246,988
Curtis J. Crawford, Ph.D.
143,116,527
 
2,053,747
 
154,056
 
12,246,988
Patrick K. Decker
144,645,629
 
513,765
 
164,936
 
12,246,988
Robert F. Friel
122,814,925
 
19,104,731
 
3,404,674
 
12,246,988
Victoria D. Harker
141,410,808
 
2,121,032
 
1,792,490
 
12,246,988
Sten E. Jakobsson
143,244,594
 
1,904,755
 
174,981
 
12,246,988
Steven R. Loranger
144,004,769
 
1,159,530
 
160,031
 
12,246,988
Surya N. Mohapatra, Ph.D.
144,502,786
 
667,584
 
153,960
 
12,246,988
Jerome A. Peribere
144,518,487
 
651,855
 
153,988
 
12,246,988
Markos I. Tambakeras
143,159,859
 
1,980,345
 
184,126
 
12,246,988
 
2.
Proposal 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 2018:
FOR
 
AGAINST
 
ABSTENTIONS
155,564,718
 
1,467,888
 
538,712


 
3.
Proposal 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 2018 proxy statement.
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
134,987,000
 
8,279,320
 
2,058,010
 
12,246,988






 
4.
Proposal Four: Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation. The majority of shareholders voted in favor of a frequency of "1 Year."
1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTENTIONS
142,198,850
 
245,413
 
2,463,551
 
416,516

The Board of Directors considered the results of the advisory vote and at a meeting held on May 10, 2018 decided that, consistent with the Board's recommendation in the proxy statement for the Annual Meeting, the Company will continue to solicit an advisory shareholder vote on executive compensation annually until the next required advisory vote on the frequency of future advisory votes on executive compensation.

 
5.
Proposal Five: 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:
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
62,304,431
 
82,630,496
 
389,403
 
12,246,988







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.
 
 
XYLEM INC.
 
 
 
 
 
Date: May 15, 2018
 
By:
 
/s/ Claudia S. Toussaint
 
 
 
 
Claudia S. Toussaint
 
 
 
 
Senior Vice President, General Counsel & Corporate Secretary