Zurn Water Solutions Corporation
05/03/2024 | Press release | Distributed by Public on 05/03/2024 14:22
Submission of Matters to a Vote of Security Holders - Form 8-K
Item 5.07 Submission of Matters to a Vote of Security Holders.
Zurn Elkay Water Solutions Corporation (the "Company") held its Annual Meeting of Stockholders on May 2, 2024 (the "2024 Annual Meeting"). The Company's stockholders: (i) elected three directors to the Company's Board of Directors to serve for three-year terms expiring at the Annual Meeting to be held in 2027; (ii) approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement; (iii) approved, on an advisory basis, the holding of future advisory votes to approve named executive officer compensation annually; (iv) approved the Company's Employee Stock Purchase Plan ("ESPP") and (v) ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 ("Fiscal 2024"). There were 173,133,539 outstanding shares of the Company's common stock eligible to vote as of March 4, 2024, the record date for the 2024 Annual Meeting.
The directors elected to the Company's Board for terms expiring at the 2027 Annual Meeting as indicated below, as well as the number of votes cast for, votes withheld and broker non-votes with respect to each of these individuals, are set forth below:
| Director (2027) | Votes For | Votes Withheld | Broker Non-Votes |
| Todd A. Adams | 150,394,455 | 4,302,378 | 7,464,135 |
| George C. Moore | 145,778,944 | 8,917,889 | 7,464,135 |
| Rosemary Schooler | 146,267,586 | 8,429,247 | 7,464,135 |
The terms of office for the following directors continue until the Annual Meeting in the year set forth below:
| Director | Term | Director | Term |
| Mark S. Bartlett | 2025 | Thomas D. Christopoul | 2026 |
| Jacques Donavan "Don" Butler | 2025 | Emma M. McTague | 2026 |
| Timothy J. Jahnke | 2025 | Peggy N. Troy | 2026 |
| David C. Longren | 2025 |
The advisory vote regarding the compensation of the Company's named executive officers, as disclosed in "Compensation Discussion and Analysis" and "Executive Compensation" in the Proxy Statement, received the following votes:
| Votes for approval: | 142,303,890 |
| Votes against: | 3,953,693 |
| Abstentions: | 8,439,250 |
| Broker Non-Votes: | 7,464,135 |
The advisory vote related to the frequency of future advisory votes to approve named executive officer compensation received the following votes:
| 1 Year: | 151,008,748 |
| 2 Years: | 10,037 |
| 3 Years: | 3,584,913 |
| Abstentions: | 93,135 |
| Broker Non-Votes: | 7,464,135 |
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In accordance with the recommendation of the Company's Compensation Committee, and based on the results of the advisory votes to approve named executive officer compensation and other factors, the Company's Board determined that it will hold future advisory votes to approve executive compensation annually until the next required stockholder vote on the frequency of these votes.
The proposal to approve the Zurn Elkay Water Solutions Corporation Employee Stock Purchase Plan received the following votes:
| Votes for approval: | 154,499,395 |
| Votes against: | 186,491 |
| Abstentions: | 10,947 |
| Broker Non-Votes: | 7,464,135 |
The proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for Fiscal 2024 received the following votes:
| Votes for approval: | 159,286,775 |
| Votes against: | 2,848,131 |
| Abstentions: | 26,062 |
| Broker Non-Votes: | - |
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