Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 4, 2023


ZURN ELKAY WATER SOLUTIONS CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware

001-35475

20-5197013

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

511 W. Freshwater Way

53204

Milwaukee,

Wisconsin

(Address of principal executive offices)

(Zip Code)

(855) 480-5050

(Registrant's telephone number, including area code)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock $.01 par value	ZWS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Zurn Elkay Water Solutions Corporation (the “Company”) held its Annual Meeting of Stockholders on May 4, 2023. 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 2026; (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting (the “Proxy Statement”) and (iii) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Fiscal 2023”). There were 175,788,160 outstanding shares of the Company’s common stock eligible to vote as of March 6, 2023, the record date for the Annual Meeting.

The directors elected to the Company’s Board for terms expiring at the 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 (2026)	Votes For	Votes Withheld	Broker Non-Votes
Thomas D. Christopoul	150,688,870	2,787,222	7,793,153
Emma M. McTague	151,022,472	2,453,620	7,793,153
Peggy N. Troy	145,656,376	7,819,716	7,793,153

The terms of office for the following directors continue until the Annual Meeting in the year set forth below:


Director	Term	Director	Term
Todd A. Adams	2024	Mark S. Bartlett	2025
George C. Moore	2024	Jacques Donavon "Don" Butler	2025
Rosemary Schooler	2024	Timothy J. Jahnke	2025
		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:			147,540,313
Votes against:			5,832,846
Abstentions:			102,933
Broker Non-Votes:			7,793,153

The proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for Fiscal 2023 received the following votes:


Votes for approval:			156,431,659
Votes against:			4,831,428
Abstentions:			6,158
Broker Non-Votes:			—

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Zurn Elkay Water Solutions Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 5th day of May, 2023.