01—Abstract
Summary
Summary of the 8-K filed May 21, 2024. Cited figures are marked; the original filing is the authoritative source.
At its 2024 Annual Meeting of Shareholders, held May 16, 2024, Xylem Inc. reported that 215,410,924 shares of common stock, representing 88.86%a of shares outstanding on the March 18, 2024 record date, were represented in person or by proxy.
Shareholders elected all ten nominees to one-year terms, with each director receiving substantially more votes for than against. Most notably, Victoria D. Harker received 190,484,855 votes for and 14,388,704 against, and Mark D.
Morelli received 198,989,938 for and 5,880,318 against, the largest opposition among the nominees. Shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2024, with 206,099,678 votes for, 8,611,443 against and 699,803 abstentions. On an advisory basis, shareholders approved the compensation of named executive officers, with 169,326,139 votes for and 35,430,043 against, plus 339,675 abstentions and 10,315,067 broker non-votes.
On the frequency of future say-on-pay votes, the majority of shareholders chose "1 Year," with 201,496,786 votes, versus 112,059 for 2 years and 3,201,811 for 3 years. This result indicates that Xylem will hold advisory compensation votes annually.
02—Key points
Key Highlights
- Annual Meeting held May 16, 2024, with 215,410,924 shares (88.86% of shares outstanding on the March 18, 2024 record date) represented.
- All ten director nominees were elected to one-year terms, with Victoria D. Harker (14,388,704 against) and Mark D. Morelli (5,880,318 against) drawing the most opposition.
- Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2024 with 206,099,678 votes for.
- Advisory say-on-pay proposal was approved with 169,326,139 votes for and 35,430,043 against.
- Shareholders voted for an annual ("1 Year") frequency of future advisory compensation votes, receiving 201,496,786 votes.
- Broker non-votes of 10,315,067 were recorded on the director election and say-on-pay proposals.
03—Questions
Frequently Asked Questions
Who was elected to Xylem's board of directors?
Ten nominees were elected to serve one-year terms: Jeanne Beliveau-Dunn, Earl R. Ellis, Robert F. Friel, Lisa Glatch, Victoria D. Harker, Mark D. Morelli, Jerome A. Peribere, Matthew F. Pine, Lila Tretikov and Uday Yadav.
Which director nominees received the most opposition?
Victoria D. Harker received 14,388,704 votes against, and Mark D. Morelli received 5,880,318 votes against. The other nominees received fewer votes against, ranging from 205,353 to 8,339,489.
Did shareholders approve the executive compensation?
Yes. The advisory vote on named executive officer compensation as described in the 2024 proxy statement was approved, with 169,326,139 votes for, 35,430,043 against, 339,675 abstentions and 10,315,067 broker non-votes.
How often will Xylem hold advisory say-on-pay votes?
Shareholders voted for a frequency of "1 Year," which received 201,496,786 votes, compared with 112,059 votes for 2 years and 3,201,811 votes for 3 years.
Which auditor did shareholders ratify?
Shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024, with 206,099,678 votes for, 8,611,443 against and 699,803 abstentions.
04—Continue