0001524472-19-000034.txt : 20190517 0001524472-19-000034.hdr.sgml : 20190517 20190517161823 ACCESSION NUMBER: 0001524472-19-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190515 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190517 DATE AS OF CHANGE: 20190517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Xylem Inc. CENTRAL INDEX KEY: 0001524472 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 452080495 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35229 FILM NUMBER: 19835906 BUSINESS ADDRESS: STREET 1: 1 INTERNATIONAL DRIVE CITY: RYE BROOK STATE: NY ZIP: 10573 BUSINESS PHONE: 914-304-1700 MAIL ADDRESS: STREET 1: 1 INTERNATIONAL DRIVE CITY: RYE BROOK STATE: NY ZIP: 10573 FORMER COMPANY: FORMER CONFORMED NAME: ITT WCO, Inc. DATE OF NAME CHANGE: 20110628 8-K 1 xyl051720198k.htm 8-K 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 15, 2019
 
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.¨

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

 



Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 15, 2019, Xylem Inc. (the "Company") held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). There were 159,263,888 shares of the Company’s common stock represented at the Annual Meeting in person or by proxy, constituting 88.55% of the Company’s outstanding common stock on March 18, 2019, 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
145,068,454
 
576,129
 
138,344
 
13,480,961
Curtis J. Crawford, Ph.D.
144,234,922
 
1,406,258
 
141,747
 
13,480,961
Patrick K. Decker
144,740,497
 
906,914
 
135,516
 
13,480,961
Robert F. Friel
112,899,867
 
31,552,345
 
1,330,715
 
13,480,961
Jorge M. Gomez
144,750,155
 
885,882
 
146,890
 
13,480,961
Victoria D. Harker
119,887,241
 
24,291,352
 
1,604,334
 
13,480,961
Sten E. Jakobsson
142,905,696
 
2,732,358
 
144,873
 
13,480,961
Steven R. Loranger
143,554,871
 
2,030,564
 
197,492
 
13,480,961
Surya N. Mohapatra, Ph.D.
144,630,950
 
1,001,014
 
150,963
 
13,480,961
Jerome A. Peribere
143,388,855
 
2,262,815
 
131,257
 
13,480,961
Markos I. Tambakeras
143,030,124
 
2,605,499
 
147,304
 
13,480,961


 
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 2019:

FOR
 
AGAINST
 
ABSTENTIONS
156,279,186
 
2,522,315
 
462,387








 
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 2019 proxy statement.
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
133,908,793
 
11,439,610
 
434,524
 
13,480,961

 
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
60,396,808
 
84,761,384
 
624,735
 
13,480,961







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 17, 2019
 
By:
 
/s/ Claudia S. Toussaint
 
 
 
 
Claudia S. Toussaint
 
 
 
 
Senior Vice President, General Counsel & Corporate Secretary