01—Abstract
Summary
Summary of the 8-K filed May 16, 2025. Cited figures are marked; the original filing is the authoritative source.
Xylem Inc. held its 2025 Annual Meeting of Shareholders on May 13, 2025, with 215,819,341 shares of common stock represented in person or by proxy, constituting 88.68%a of outstanding common stock on the March 17, 2025 record date.
Shareholders elected all nine nominees to one-year terms, ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025, and approved, on an advisory basis, the compensation paid to named executive officers as described in the 2025 proxy statement. The one contested item was a shareholder proposal on special shareholder meeting improvement, which failed to obtain approval. It received 94,569,014 votes for and 110,818,646 votes against, with 357,227 abstentions and 10,074,454 broker non-votes, so it did not secure a majority of the outstanding shares entitled to vote.
For investors, the filing reflects a largely routine outcome: board composition, auditor ratification, and say-on-pay all passed. Governance-focused investors may note the level of opposition to individual directors, such as Jerome A. Peribere, who received 26,469,530 against votes, and the 26,648,724 against votes on the compensation advisory vote.
02—Key points
Key Highlights
- Annual Meeting held May 13, 2025, with 215,819,341 shares represented, constituting 88.68% of outstanding common stock as of the March 17, 2025 record date
- All nine director nominees elected to one-year terms, with Jerome A. Peribere receiving the most against votes at 26,469,530
- Deloitte & Touche LLP ratified as independent registered public accounting firm for 2025, with 208,116,815 votes for and 6,994,046 against
- Advisory vote on named executive compensation approved, with 178,806,646 votes for and 26,648,724 against
- Shareholder proposal on special shareholder meeting improvement did not pass, receiving 94,569,014 for and 110,818,646 against
- Broker non-votes of 10,074,454 were recorded on the director, compensation, and shareholder proposal items
03—Questions
Frequently Asked Questions
Who was elected to the board at the 2025 Annual Meeting?
Nine nominees were elected to serve one-year terms: 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.
Did shareholders approve the company's executive compensation?
Yes. Shareholders approved, on an advisory basis, the compensation paid to named executive officers as described in the 2025 proxy statement, with 178,806,646 votes for, 26,648,724 against, and 289,517 abstentions.
Which auditor did shareholders ratify?
Shareholders ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2025, with 208,116,815 votes for, 6,994,046 against, and 708,480 abstentions.
Why did the special shareholder meeting proposal fail?
The proposal did not receive the affirmative vote of a majority of the outstanding shares entitled to vote. It received 94,569,014 votes for and 110,818,646 votes against, with 357,227 abstentions.
04—Continue