0001524472false00015244722024-05-162024-05-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2024
XYLEM INC.
(Exact name of registrant as specified in its charter)
Indiana001-3522945-2080495
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
301 Water Street SE20003
WashingtonDC
(Address of principal executive offices)(Zip Code)
(202) 869-9150
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange of which registered
Common Stock, par value $0.01 per shareXYLNew York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
☐Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨


Item 5.07Submission of Matters to a Vote of Security Holders

On May 16, 2024, Xylem Inc. (the "Company") held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). There were 215,410,924 shares of the Company’s common stock represented at the Annual Meeting in person or by proxy, constituting 88.86% of the Company’s outstanding common stock on March 18, 2024, the record date. The final voting results for each item voted on at the Annual Meeting are set forth below:
1
Proposal One: Election of Ten Directors. The following nominees were elected to serve as directors of the Company for a one-year term:
NOMINEEFORAGAINSTABSTENTIONSBROKER
NON-VOTES
Jeanne Beliveau-Dunn202,730,5472,149,401215,90910,315,067
Earl R. Ellis204,665,365205,353225,13910,315,067
Robert F. Friel202,112,7202,756,614226,52310,315,067
Lisa Glatch203,203,8401,675,619216,39810,315,067
Victoria D. Harker190,484,85514,388,704222,29810,315,067
Mark D. Morelli198,989,9385,880,318225,60110,315,067
Jerome A. Peribere196,526,3838,339,489229,98510,315,067
Matthew F. Pine203,909,396979,879206,58210,315,067
Lila Tretikov202,500,7192,374,135221,00310,315,067
Uday Yadav202,422,0322,427,224246,60110,315,067

2
Proposal Two: Ratification of Appointment of the Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024:
FORAGAINSTABSTENTIONS
206,099,6788,611,443699,803

3
Proposal Three: Advisory Vote on Named Executive Compensation. Shareholders approved a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers as described in the Company’s 2024 proxy statement.
FORAGAINSTABSTENTIONSBROKER NON-VOTES
169,326,13935,430,043339,67510,315,067


4
Proposal Four: Advisory Vote on Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation. The majority of shareholders voted in favor of a frequency of “1 Year”:
1 YEAR2 YEARS3 YEARSABSTENTIONSBROKER NON-VOTES
201,496,786112,0593,201,811285,20110,315,067





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
XYLEM INC.
Date: May 21, 2024By:/s/ Kelly C. O'Shea
Kelly C. O'Shea
VP, Chief Corporate Counsel & Corporate Secretary



v3.24.1.1.u2
Cover Page
May 16, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 16, 2024
Entity Registrant Name XYLEM INC.
Entity Incorporation, State or Country Code IN
Entity File Number 001-35229
Entity Tax Identification Number 45-2080495
Entity Address, Address Line One 301 Water Street SE
Entity Address, City or Town Washington
Entity Address, State or Province DC
Entity Address, Postal Zip Code 20003
City Area Code 202
Local Phone Number 869-9150
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol XYL
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001524472
Amendment Flag false
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