XYLEM INC. (NYSE:XYL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year |
Articles of Incorporation (the Articles of Incorporation) to amend
Article Eighth of the Companys previously existing Articles of
Incorporation to allow shareholders holding at least a majority of
the voting power of the outstanding shares of common stock of the
Company to, subject to Indiana law and the Articles of
Incorporation, amend the Companys By-laws. In addition, the
Articles of Incorporation included a conforming change to the
language governing the Boards right to amend the By-laws. A
corresponding amendment to Section 12 of the Companys By-laws
allowing shareholders to amend the Companys By-laws also became
effective on May 12, 2017.
to the full text of the Articles of Incorporation and the amended
and restated By-laws of the Company, copies of which are attached
hereto as Exhibits 3.1 and 3.2, respectively, and incorporated by
reference herein.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Shareholders (Annual Meeting). There were 154,757,369 shares of the
Companys common stock represented at the Annual Meeting in person
or by proxy, constituting 86.12% of the Companys outstanding common
stock on March 14, 2017, the record date.
Meeting are set forth below:
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1.
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Proposal One: Election of Six Directors. The following
nominees were elected to serve as directors of the Company for a one-year term: |
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NOMINEE
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FOR
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AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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Curtis J. Crawford, Ph.D.
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140,145,039
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1,686,654
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336,363
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12,589,313
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Robert F. Friel
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120,757,456
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20,322,527
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1,088,073
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12,589,313
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Sten E. Jakobsson
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140,802,088
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1,025,498
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340,470
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12,589,313
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Steven R. Loranger
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138,801,299
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3,027,592
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339,165
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12,589,313
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Surya N. Mohapatra, Ph.D.
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140,681,217
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1,145,801
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341,038
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12,589,313
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Jerome A. Peribere
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140,944,226
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879,814
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344,016
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12,589,313
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2.
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Proposal Two: Ratification of Appointment of the
Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Deloitte Touche LLP as the Companys independent registered public accounting firm for 2017: |
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FOR
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AGAINST
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ABSTENTIONS
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152,518,492
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1,682,245
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556,632
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3.
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Proposal Three: Advisory Vote on Named Executive
Compensation. Shareholders approved a resolution approving, on an advisory basis, the compensation paid to the Companys named executive officers as described in the Companys 2017 proxy statement. |
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FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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132,694,067
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7,762,760
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1,711,229
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12,589,313
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4.
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Proposal Four: Amendment to Articles of Incorporation.
Shareholders approved an amendment to the Company’s Articles of Incorporation to Allow Shareholders to Amend the Company’s By-laws. |
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FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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141,476,850
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284,850
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406,356
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12,589,313
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Item9.01
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Financial Statements and Exhibits
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Exhibit
No.
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Description
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3.1
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Fourth Amended and Restated Articles of Incorporation of
Xylem Inc. |
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3.2
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Fourth Amended and Restated By-laws of Xylem Inc.
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About XYLEM INC. (NYSE:XYL)
Xylem Inc. is engaged in the design, manufacturing, and application of engineered technologies for the water industry. The Company is an equipment and service provider for water and wastewater applications with a portfolio of products and services addressing the cycle of water, from collection, distribution and use to the return of water to the environment. The Company has two business segments, which include Water Infrastructure (collection, distribution, return) and Applied Water (usage). The Water Infrastructure segment focuses on the transportation, treatment and testing of water, offering a range of products, including water and wastewater pumps, treatment and testing equipment, and controls and systems. The Company’s Applied Water segment serves the primary uses of water and focuses on the residential, commercial, industrial and agricultural markets. The Company’s brands include Flygt, Wedeco, Godwin, Lowara, Flojet and Flowtronex. XYLEM INC. (NYSE:XYL) Recent Trading Information
XYLEM INC. (NYSE:XYL) closed its last trading session up +1.36 at 52.34 with 982,854 shares trading hands.
