8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 15, 2023

 

ZURN ELKAY WATER SOLUTIONS CORPORATION

(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 No.)
511 W. Freshwater Way			53204
Milwaukee,	Wisconsin
(Address of Principal Executive Offices)			(Zip Code)

(855) 480-5050

(Registrant's telephone number, including area code)

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:

☐    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))

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. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 15, 2023, Emma McTague accepted an appointment by the Board of Directors (the “Board”) of Zurn Elkay Water Solutions Corporation (the “Company”) to become a director of the Company, effective immediately.

The Board determined that Ms. McTague will be an “independent” director under New York Stock Exchange listing standards. Ms. McTague will serve on the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.

Ms. McTague, age 49, has served as the Senior Vice President and Chief Human Resources Officer of Oshkosh Corporation (“Oshkosh”) (NYSE: OSK), an industrial technology company and manufacturer that innovates purpose-built vehicles and equipment, since February 2021. Ms. McTague previously served as vice president of global human resources for Oshkosh’s Access segment from 2015 to 2021. Before joining Oshkosh, Ms. McTague worked with Hershey Foods as a senior director and at GE Water & Process Technologies in several human resources positions of increasing responsibility. Ms. McTague is a member of the Executive Advisory Board for West Virginia University’s Master of Science in Human Resource Management program.

The Board appointed Ms. McTague as a director due to her extensive experience managing human capital, executive compensation and benefits, including as chief human resources officer of a large public company.

Ms. McTague will participate in the Company’s outside director compensation program. Upon appointment to the Board, she received a grant of restricted stock units (“RSUs”) valued at approximately $130,000. The RSUs vested immediately on grant, but are not paid out until six months after leaving the Board.

A copy of the press release announcing the appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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Item  9.01    Financial Statement and Exhibits.

 

Exhibit  No.	Description
99.1	Press Release, dated March 15, 2023
104	Cover Page Inline XBRL data embedded within the Inline XBRL document

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Zurn Elkay Water Solutions Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 15th day of March, 2023.

ZURN ELKAY WATER SOLUTIONS CORPORATION
By:	/S/    Jeffrey J. LaValle
	Jeffrey J. LaValle
	Vice President - General Counsel and Corporate Secretary

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EX-99.1

Exhibit 99.1

Zurn Elkay Water Solutions Adds Emma McTague to Board of Directors

MILWAUKEE –March 15, 2023 – Zurn Elkay Water Solutions Corporation (NYSE: ZWS) announced today that Emma McTague, 49, senior vice president and chief human resources officer of Oshkosh Corporation, has joined the company’s board of directors effective March 15.

“We are thrilled to add Emma to the Zurn Elkay board of directors,” said Todd A. Adams, Zurn Elkay chairman and CEO. “Her broad and progressive human capital leadership, combined with her integrated performance management expertise, complements the way we run our business. Emma brings a passion for our clean and safe water management mission that will be valuable to our board, as well as the overall employee experience.”

McTague has served as senior vice president and chief human resources officer for Oshkosh Corporation since February 2021. She has responsibility for all areas of human resources including leading the company’s global human resources strategy, supporting wellbeing initiatives, promoting an inclusive workplace, managing talent development and driving employee engagement. She previously served as vice president of global human resources for the Access segment, a position she had since joining Oshkosh in 2015. Prior to Oshkosh, she worked with Hershey Foods as a senior director and at GE Water & Process Technologies in several human resources positions of increasing responsibility.

McTague will serve as an independent director and join the board’s Compensation and Nominating and Corporate Governance committees. With the addition of McTague and the previously announced retirement of John Stroup set for May of 2023, the Zurn Elkay board will be comprised of ten directors, nine of whom are independent and three of whom are women.

McTague is a member of the Executive Advisory Board for West Virginia University’s Master of Science in Human Resource Management program.

Originally from Ireland, McTague holds a bachelor of commerce degree in management and economics from University College Cork in Ireland. She also has a master’s degree in business administration with an international business emphasis from Saint Joseph’s University in Philadelphia.

Zurn Elkay Water Solutions | 511 W. Freshwater Way | Milwaukee, WI 53204

About Zurn Elkay Water Solutions

Named one of America’s Most Responsible Companies 2023 by Newsweek and Statista, Zurn Elkay Water Solutions is headquartered in Milwaukee, WI and is a growth-oriented, pure-play water business that designs, procures, manufactures, and markets what we believe is the broadest sustainable product portfolio of solutions to improve health, hydration, human safety, and the environment. The Zurn Elkay product portfolio includes professional grade water control and safety, water distribution and drainage, drinking water, finish plumbing, hygienic, environmental and site works products for public and private spaces. Visit www.zurn-elkay.com for additional information about the Company.

Cautionary Statement on Forward-Looking Statements

Information in this release may involve outlook, expectations, beliefs, plans, intentions, strategies or other statements regarding the future, which are forward-looking statements. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based on information available to Zurn Elkay Water Solutions Corporation as of the date of this release, and Zurn Elkay assumes no obligation to update any such forward-looking statements. The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please refer to “Risk Factors” and “Cautionary Notice Regarding Forward-Looking Statements” in our report on Form 10-K for the period ended December 31, 2022, as well as the Company’s subsequent annual, quarterly and current reports filed on Forms 10-K, 10-Q and 8-K from time to time with the Securities and Exchange Commission for a further discussion of the factors and risks associated with the business.

Media Relations

Angela Hersil, Vice President – Corporate Communications

855-480-5050

414-808-0199

Corporate.Communications@zurn.com

Investor Relations

Dave Pauli, Vice President – Investor Relations

414-223-7770

Zurn Elkay Water Solutions | 511 W. Freshwater Way | Milwaukee, WI 53204

XML

Cover Page	Mar. 15, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 15, 2023
City Area Code	855
Local Phone Number	480-5050
Title of 12(b) Security	Common Stock $.01 par value
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	ZURN ELKAY WATER SOLUTIONS CORPORATION
Entity File Number	001-35475
Entity Tax Identification Number	20-5197013
Entity Address, Address Line One	511 W. Freshwater Way
Entity Address, Postal Zip Code	53204
Trading Symbol	ZWS
Security Exchange Name	NYSE
Amendment Flag	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0001439288
Entity Emerging Growth Company	false
Entity Address, City or Town	Milwaukee,
Entity Address, State or Province	WI