(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:
Title of each class
Trading Symbol(s)
Name of each exchange of which registered
iCommon
Stock, par value $0.01 per share
iXYL
iNew York Stock Exchange
i2.250%
Senior Notes due 2023
iXYL23
iNew York Stock Exchange
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):
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
i☐
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 12, 2021, Xylem Inc. (the "Company") held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). There were 153,214,107 shares of the Company’s common stock represented at the Annual Meeting in person or by proxy, constituting 85.11% of the Company’s outstanding common stock on March 15, 2021, 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 Eleven 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
142,085,669
1,685,535
192,333
9,250,570
Patrick K. Decker
143,224,149
520,362
219,026
9,250,570
Robert F. Friel
141,002,294
2,754,676
206,567
9,250,570
Jorge
M. Gomez
141,281,277
2,475,681
206,579
9,250,570
Victoria D. Harker
103,544,178
39,744,025
675,334
9,250,570
Steven R. Loranger
140,143,672
3,625,877
193,988
9,250,570
Surya
N. Mohapatra, Ph.D.
142,374,438
1,390,202
198,897
9,250,570
Jerome A. Peribere
140,231,765
3,527,852
203,920
9,250,570
Markos I. Tambakeras
138,678,524
5,067,125
217,888
9,250,570
Lila
Tretikov
143,402,793
362,363
198,381
9,250,570
Uday Yadav
143,240,258
514,163
209,116
9,250,570
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 2021:
FOR
AGAINST
ABSTENTIONS
150,457,101
2,103,947
653,059
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 2021 proxy statement.
FOR
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
121,089,687
20,521,689
2,352,161
9,250,570
4
Proposal Four: Shareholder Proposal - Amend Proxy Access By-law. 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
62,166,908
79,299,911
2,496,718
9,250,570
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.