Xylem (NYSE: XYL) investors approve directors, auditor, pay and 2026 ESPP

Rhea-AI Filing Summary

Xylem Inc. reported the results of its 2026 Annual Meeting of Shareholders. A total of 212,209,479 shares were represented, equal to 88.12% of common stock outstanding on March 19, 2026, meaning a high level of shareholder participation.

Shareholders elected nine directors, with each nominee receiving a strong majority of votes cast. For example, Earl R. Ellis received 199,588,485 votes for and 1,615,787 against, while all other nominees similarly achieved clear approval despite some variation in support levels.

Investors also ratified Deloitte & Touche LLP as independent auditor for 2026 with 205,386,746 votes for and 6,164,834 against. The advisory vote on named executive officer compensation passed with 176,623,615 votes for and 24,442,685 against. Shareholders further approved implementation of the Xylem Inc. 2026 Employee Stock Purchase Plan, with 200,869,123 votes for and 313,939 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 212,209,479 shares Turnout percentage: 88.12% Auditor ratification for votes: 205,386,746 votes +3 more

6 metrics

Shares represented 212,209,479 shares At 2026 Annual Meeting; 88.12% of outstanding on March 19, 2026

Turnout percentage 88.12% Portion of outstanding common stock represented at 2026 meeting

Auditor ratification for votes 205,386,746 votes Votes for Deloitte & Touche LLP as 2026 auditor

Say-on-pay for votes 176,623,615 votes Advisory approval of named executive officer compensation

ESPP for votes 200,869,123 votes Approval of 2026 Employee Stock Purchase Plan

Director Ellis for votes 199,588,485 votes Votes for election of director nominee Earl R. Ellis

Key Terms

broker non-votes, advisory vote, named executive officers, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"ABSTENTIONS | BROKER NON-VOTES 176,623,615 | 24,442,685 | 260,494 | 10,882,685"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Advisory Vote on Named Executive Compensation. Shareholders approved a resolution approving, on an advisory basis, the compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"the compensation paid to the Company’s named executive officers as described in the Company’s 2026 Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Employee Stock Purchase Plan financial

"Implementation of the Xylem Inc. 2026 Employee Stock Purchase Plan. Shareholders approved a resolution approving the implementation"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Understanding 8-K Material Events →

0001524472false00015244722026-05-142026-05-14

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 14, 2026

XYLEM INC.

(Exact name of registrant as specified in its charter)

Indiana

001-35229

45-2080495

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

301 Water Street SE

20003

Washington

DC

(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 class

Trading Symbol(s)

Name of each exchange of which registered

Common Stock, par value $0.01 per share

XYL

New 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 5.07 Submission of Matters to a Vote of Security Holders

On May 14, 2026, Xylem Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). There were 212,209,479 shares of the Company’s common stock represented at the Annual Meeting in person or by proxy, constituting 88.12% of the Company’s outstanding common stock on March 19, 2026, the record date. The final voting results for each item voted on at the Annual Meeting are set forth below:

1Proposal One: Election of Nine Directors. The following nominees were elected to serve as directors of the Company for a one-year term:

NOMINEE						FOR						AGAINST						ABSTENTIONS						BROKER NON-VOTES
Earl R. Ellis						199,588,485						1,615,787						122,522						10,882,685
Robert F. Friel						190,695,934						10,131,092						499,768						10,882,685
Lisa Glatch						199,358,785						1,853,279						114,730						10,882,685
Victoria D. Harker						188,120,732						13,091,788						114,274						10,882,685
Mark D. Morelli						196,379,145						4,828,044						119,605						10,882,685
Jerome A. Peribere						180,074,190						20,750,136						502,468						10,882,685
Matthew F. Pine						199,569,406						1,618,731						138,657						10,882,685
Lila Tretikov						193,745,273						7,354,284						227,237						10,882,685
Uday Yadav						194,342,665						6,752,565						231,564						10,882,685

2Proposal 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 2026:

FOR						AGAINST						ABSTENTIONS
205,386,746						6,164,834						657,899

3Proposal 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 2026 Proxy Statement.

FOR						AGAINST						ABSTENTIONS						BROKER NON-VOTES
176,623,615						24,442,685						260,494						10,882,685

4Proposal Four: Implementation of the Xylem Inc. 2026 Employee Stock Purchase Plan. Shareholders approved a resolution approving the implementation of the Xylem Inc. 2026 Employee Stock Purchase Plan as described in the Company’s 2026 Proxy Statement.

FOR						AGAINST						ABSTENTIONS						BROKER NON-VOTES
200,869,123						313,939						143,732						10,882,685

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 18, 2026

By:

/s/ Kelly C. O'Shea

Kelly C. O'Shea

VP, Chief Corporate Counsel & Corporate Secretary

FAQ

What did Xylem (XYL) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing nine directors, ratifying Deloitte & Touche LLP as auditor, approving named executive officer compensation, and implementing the Xylem Inc. 2026 Employee Stock Purchase Plan, with all four proposals receiving majority support.

How many Xylem (XYL) shares were represented at the 2026 Annual Meeting?

A total of 212,209,479 Xylem common shares were represented in person or by proxy, equal to 88.12% of shares outstanding on March 19, 2026, the record date, indicating strong shareholder participation in the meeting.

Were all Xylem (XYL) director nominees elected at the 2026 Annual Meeting?

All nine director nominees were elected for one-year terms. Each received a solid majority of votes cast, such as Earl R. Ellis with 199,588,485 votes for and 1,615,787 against, despite some differences in individual support levels among nominees.

Did Xylem (XYL) shareholders approve the 2026 Employee Stock Purchase Plan?

Yes. Shareholders approved the Xylem Inc. 2026 Employee Stock Purchase Plan with 200,869,123 votes for, 313,939 against, and 143,732 abstentions, along with 10,882,685 broker non-votes, authorizing the company to implement this employee-focused share purchase program.

How did Xylem (XYL) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of named executive officers with 176,623,615 votes for, 24,442,685 against, and 260,494 abstentions, plus 10,882,685 broker non-votes, signaling overall support for the company’s 2026 executive pay program.

Was Deloitte & Touche LLP ratified as Xylem (XYL) auditor for 2026?

Yes. Deloitte & Touche LLP was ratified as Xylem’s independent registered public accounting firm for 2026 with 205,386,746 votes for, 6,164,834 against, and 657,899 abstentions, confirming shareholder approval of the chosen auditor.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB