01—Abstract
Summary
Summary of the 8-K filed May 18, 2026. Cited figures are marked; the original filing is the authoritative source.
At its 2026 Annual Meeting of Shareholders, held May 14, 2026, Xylem Inc. shareholders elected all nine nominees to the board for one-year terms, ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, approved the advisory vote on named executive compensation, and approved the implementation of the Xylem Inc. 2026 Employee Stock Purchase Plan.
The filing reports that 212,209,479 shares, or 88.12%a of the common stock outstanding on the March 19, 2026 record date, were represented at the meeting. All nine director nominees received substantially more votes for than against. Peribere received the most opposition, with 20,750,136 votes against, and Friel received 10,131,092 against.
Harker received 13,091,788 against. The say-on-pay proposal passed with 176,623,615 votes for and 24,442,685 against, a noticeably larger opposition count than the director votes. The Deloitte ratification drew 205,386,746 votes for and 6,164,834 against, and the employee stock purchase plan drew 200,869,123 votes for and 313,939 against.
The filing is a voting-results report and does not disclose new financial results, guidance, or transactions. Its main investor-relevant content is the level of shareholder dissent on executive pay and certain director nominees.
02—Key points
Key Highlights
- Annual Meeting held May 14, 2026, with 212,209,479 shares (88.12% of shares outstanding on the March 19, 2026 record date) represented.
- All nine director nominees were elected to one-year terms, including 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.
- Jerome A. Peribere drew the most votes against among nominees, with 20,750,136 against votes and 180,074,190 for.
- Advisory say-on-pay proposal was approved with 176,623,615 for and 24,442,685 against votes.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2026 with 205,386,746 for and 6,164,834 against votes.
- Shareholders approved the Xylem Inc. 2026 Employee Stock Purchase Plan with 200,869,123 for and 313,939 against votes.
03—Questions
Frequently Asked Questions
Did shareholders approve all proposals at the 2026 Annual Meeting?
Yes. The filing reports that the nine director nominees were elected, and that shareholders ratified Deloitte & Touche LLP, approved the advisory named executive compensation resolution, and approved the 2026 Employee Stock Purchase Plan.
How much shareholder opposition was there to executive compensation?
The advisory say-on-pay proposal received 176,623,615 votes for and 24,442,685 votes against, with 260,494 abstentions and 10,882,685 broker non-votes. The against count is larger than the against count on the other proposals.
Which director nominees faced the most opposition?
Jerome A. Peribere had 20,750,136 against votes, Victoria D. Harker had 13,091,788, and Robert F. Friel had 10,131,092. All other nominees had fewer than 7,400,000 against votes.
What was the level of shareholder participation in the meeting?
The filing states that 212,209,479 shares of common stock, constituting 88.12% of outstanding common stock on the March 19, 2026 record date, were represented in person or by proxy.
What does the filing say about the Employee Stock Purchase Plan?
Shareholders approved the implementation of the Xylem Inc. 2026 Employee Stock Purchase Plan as described in the 2026 Proxy Statement, with 200,869,123 votes for, 313,939 against, 143,732 abstentions, and 10,882,685 broker non-votes.
04—Continue