Xylem Inc. current report, 10 May 2012

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Xylem Inc. 8-K Summary: Annual Meeting Results

Business Context and Reporting Period

This Form 8-K reports the results of Xylem Inc.'s first Annual Meeting of Shareowners, held on May 10, 2012. The filing details the voting outcomes for four specific proposals submitted to security holders.

Key Financial Metrics

The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.

Material Changes and Voting Results

The following proposals were voted upon at the Annual Meeting:

  • Proposal 1 (Election of Class 1 Directors): All three nominees were elected to serve three-year terms expiring in 2015.
    • Victoria D. Harker: 138,522,308 For; 3,573,853 Against.
    • Gretchen W. McClain: 141,244,975 For; 861,006 Against.
    • Markos I. Tambakeras: 141,018,288 For; 1,037,087 Against.
  • Proposal 2 (Ratification of Auditors): The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2012 was ratified.
    • 155,401,217 For; 2,171,331 Against.
  • Proposal 3 (Say-on-Pay): The non-binding vote on Named Executive Officer compensation was approved.
    • 132,683,934 For; 4,235,292 Against.
  • Proposal 4 (Frequency of Say-on-Pay): Shareholders voted on the frequency of future compensation votes.
    • 122,370,301 For 1 Year.
    • 3,033,185 For 2 Years.
    • 12,114,155 For 3 Years.

Guidance, Outlook, and Management Commentary

Based on the voting results for Proposal 4, the Board of Directors determined that the Company intends to hold a non-binding vote on executive compensation every year until the next required vote on frequency, which occurs every six years. There were no other matters presented for a vote.

Investor Verification Checklist

  • Verify the official appointment of Deloitte & Touche LLP for the 2012 fiscal year.
  • Confirm the three-year term expiration date (2015) for the newly elected Class 1 directors.
  • Review the Board's formal adoption of the annual frequency for executive compensation votes.
  • Check subsequent filings for the implementation of the annual say-on-pay schedule.