425 1 tm2216971d2_425.htm 425




Washington, D.C. 20549






Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 26, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-35475   20-5197013
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification Number)


511 W. Freshwater Way

Milwaukee, Wisconsin

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (855) 480-5050


Not Applicable

(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:


xWritten 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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock $.01 par value   ZWS   The New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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.      ¨









As previously disclosed, on February 12, 2022, Zurn Water Solutions Corporation (“Zurn” or the “Company”) entered into a definitive agreement to combine with Elkay Manufacturing Company (“Elkay”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among Zurn, Elkay, Zebra Merger Sub, Inc., a wholly owned subsidiary of Zurn (“Merger Sub”), and Elkay Interior Systems International, Inc., as representative of the stockholders of Elkay. The Merger Agreement provides that among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Elkay would merge with Merger Sub, with Elkay surviving as a wholly owned subsidiary of Zurn (the “Merger”).


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


On May 26, 2022, the Company held a special meeting of its stockholders (the “Special Meeting”) to vote on the following proposals relating to the Merger, each of which is described in more detail in the proxy statement/prospectus/consent solicitation statement filed by the Company with the Securities and Exchange Commission on April 26, 2022. At the Special Meeting, the Company’s stockholders: (i) approved the issuance of shares of Common Stock, par value $0.01 per share (“Zurn Common Stock”), to be issued pursuant to the Merger Agreement, pursuant to the New York Stock Exchange Rule 312.03(c) (the “Merger Share Issuance Proposal”) and (ii) approved an amendment to the Zurn Water Solutions Corporation Performance Incentive Plan (the “Plan”) to increase the number of shares of Zurn Common Stock available for awards thereunder by 1,500,000 shares and to make corresponding changes to certain share limitations under the Plan (the “PIP Amendment Proposal”). There were 125,847,069 outstanding shares of the Company’s common stock eligible to vote as of April 4, 2022, the record date for the Special Meeting.


The results for each matter voted on by Zurn’s stockholders at the Special Meeting were as follows:


Proposal 1. The Merger Share Issuance Proposal:


Votes for: 119,788,415 
Votes against: 30,173 
Abstentions: 149,452 


Proposal 2. The PIP Amendment Proposal:


Votes for: 114,375,534 
Votes against: 5,587,392 
Abstentions: 5,113 


Since there were sufficient votes at the time of the Special Meeting to approve the Merger Share Issuance Proposal and the PIP Amendment Proposal, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for at the Special Meeting.


Item 8.01Other Events.


On May 26, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.





Item 9.01Financial Statements and Exhibits.


(d)       Exhibits.


Exhibit No.



99.1   Press Release, dated May 26, 2022 
104   Cover Page Inline XBRL data







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Zurn Water Solutions Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 27th day of May, 2022.



/s/ Jeffrey J. LaValle

  Name: Jeffrey J. LaValle
  Title: Vice President, General Counsel and Secretary