Business Context and Reporting Period
Company: Mueller Water Products, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 28, 2010
Subject: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing (Item 3.01).
Financial Metrics
This filing is a corporate governance report and does not contain financial data. The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The material change reported concerns the independence status of a director:
- Joseph B. Leonard, a member of the Audit and Nominating and Corporate Governance Committees, was found to no longer qualify as an independent director under NYSE Section 303A.02.
- The disqualification arose because Mr. Leonard was appointed interim CEO of a supplier that received payments from Mueller exceeding the thresholds set in the Corporate Governance Standards during fiscal years 2007 and 2008.
- Mr. Leonard resigned from both committees immediately upon notification of these facts.
Guidance, Outlook, and Management Commentary
Compliance Status: The Company affirmed it is currently in full compliance with Section 303A of the NYSE Corporate Governance Standards.
Committee Composition:
- The Audit Committee continues to consist of at least three members who satisfy independence requirements.
- The Nominating and Corporate Governance Committee continues to consist of at least four members who satisfy independence requirements.
- Both committees now consist solely of independent directors.
Key Facts for Investor Verification
- Verify the current composition of the Audit and Nominating and Corporate Governance Committees to ensure continued independence.
- Confirm the nature of the business relationship between Mueller Water Products, Inc. and the supplier where Joseph B. Leonard serves as interim CEO.
- Review the Company's internal policies regarding director independence and supplier relationships to prevent future conflicts.