Xylem Inc.
8-K on 05/19/2020   Download
SEC Document
SEC Filing
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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, 2020
 
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
 
10573
Rye Brook,
 
New York
 
 
(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)
 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange of which registered
Common Stock, par value $0.01 per share
 
XYL
 
New York Stock Exchange
2.250% Senior Notes due 2023
 
XYL23
 
New 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):
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 13, 2020, Xylem Inc. (the "Company") held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). There were 155,678,414 shares of the Company’s common stock represented at the Annual Meeting in person or by proxy, constituting 86.52% of the Company’s outstanding common stock on March 16, 2020, 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
142,253,858
 
1,766,086
 
135,050
 
11,523,420
Patrick K. Decker
142,435,192
 
1,144,057
 
575,745
 
11,523,420
Robert F. Friel
131,330,767
 
12,657,052
 
167,175
 
11,523,420
Jorge M. Gomez
135,429,154
 
8,559,011
 
166,829
 
11,523,420
Victoria D. Harker
131,641,621
 
11,143,483
 
1,369,890
 
11,523,420
Sten E. Jakobsson
135,394,138
 
8,596,535
 
164,321
 
11,523,420
Steven R. Loranger
140,607,916
 
3,385,463
 
161,615
 
11,523,420
Surya N. Mohapatra, Ph.D.
142,315,055
 
1,683,912
 
156,027
 
11,523,420
Jerome A. Peribere
141,802,219
 
2,195,186
 
157,589
 
11,523,420
Markos I. Tambakeras
135,507,133
 
8,471,660
 
176,201
 
11,523,420

 
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 2020:
FOR
 
AGAINST
 
ABSTENTIONS
153,534,581
 
1,607,892
 
535,941

 
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 2020 proxy statement.
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
130,649,951
 
12,456,292
 
1,048,751
 
11,523,420

 
4.
Proposal 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:
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
59,746,596
 
84,071,388
 
337,010
 
11,523,420










Item 8.01
Other Events

In light of the uncertainty created by the coronavirus pandemic, on May 12, 2020 the Leadership Development and Compensation Committee (“Committee”) of the Board of Directors (“Board”) approved a temporary 20 percent reduction in the base salary of the Company’s Chief Executive Officer (“CEO”) and all direct reports to the CEO. This temporary reduction will be effective June 1, 2020 through December 31, 2020, with the full base salaries automatically reinstated effective January 1, 2021.

Further, on May 14, 2020 the Board, upon recommendation of the Committee, approved a temporary 20 percent reduction of the annual cash retainer fees payable to non-employee directors, including the additional cash retainer fee for service as Board Chair or chair of a committee, as applicable. This temporary reduction will apply to cash retainer fees payable for service during the period June 1, 2020 through December 31, 2020.








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 19, 2020
By:
/s/ Claudia S. Toussaint
 
 
Claudia S. Toussaint
 
 
SVP, General Counsel, Chief Sustainability Officer and Corporate Secretary
 








EXHIBIT INDEX

Exhibit
   No.
Description
 
 
104.0
The cover page from Xylem Inc.'s Form 8-K, formatted in Inline XBRL (included as Exhibit 101).