Open report — full analysis, no account required.

Sign up to generate reports and read filings that aren't on the open list.

Sign up free

Get notified when XYL files again. Create a free account and we'll email you the moment its next filing is analyzed.

Get filing alerts
NYSE: XYL Xylem Inc. 8-K

Xylem shareholders elect nine directors, approve pay and new ESPP at annual meeting

Filed May 18, 2026 · Period ending May 14, 2026 · ~1 min read

4 key changes 1 section

Key Changes

  • medium

    Say-on-pay vote passed with 87.8% support (176.6M for, 24.4M against), representing 12.2% opposition—elevated compared to typical results and may warrant board review of compensation design.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • medium

    All nine directors elected with support ranging from 89.7% to 99.2%; Jerome Peribere received lowest support at 89.7% (20.8M against), Victoria Harker 93.5% (13.1M against).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Shareholders ratified Deloitte as 2026 auditor with 96.8% support (205.4M for, 6.2M against)—routine approval level.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    New 2026 Employee Stock Purchase Plan approved with 99.8% support (200.9M for, 0.3M against).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Xylem held its 2026 annual meeting on May 14 with strong shareholder participation—88.12% of outstanding shares represented (212.2 million shares). All governance proposals passed, though the say-on-pay vote showed elevated opposition at 12.2% (24.4 million votes against).

While the 87.8% approval rate clears the advisory threshold, it sits below the typical 90%+ support seen at most large-cap companies and may prompt the compensation committee to review pay design or disclosure in future proxy statements. Director elections proceeded smoothly with all nine nominees elected, though support varied.

Most directors received over 95% approval, but CEO Jerome Peribere garnered 89.7% support (20.8 million against) and Victoria Harker 93.5% (13.1 million against). These results remain within normal ranges for uncontested elections. The auditor ratification (96.8%) and new employee stock purchase plan (99.8%) passed with routine, healthy margins. For retail holders, this is a standard annual meeting outcome with no governance disruptions, though the compensation committee will likely address the say-on-pay feedback in next year's proxy.

Section-by-Section Diff

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

~400 words

Xylem held its 2026 annual meeting; shareholders elected nine directors, ratified Deloitte as auditor, and approved executive pay and a new ESPP.

3 Added
Added Director elections medium

Added in current filing · view on EDGAR → · paraphrased

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

All nine director nominees were elected. Support ranged from 89.7% to 99.2% of votes cast. Jerome A. Peribere received the lowest support at 89.7% (20.75 million votes against), representing 8.4% of shares outstanding, while most other directors received over 95% support. Victoria D. Harker received 93.5% support (13.09 million against, 5.4% of shares outstanding). These results reflect routine approval levels for uncontested director elections.

Show 2 minor / wording changes
Added Annual meeting quorum and turnout low

Added in current filing · verify on EDGAR →

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.

88.12% of outstanding shares were represented at the annual meeting, establishing a quorum. This high turnout level is typical for large-cap annual meetings and indicates broad shareholder participation in governance decisions.

Added Employee stock purchase plan approval low

Added in current filing · view on EDGAR → · paraphrased

200,869,123 313,939 143,732 10,882,685

Shareholders approved the new 2026 Employee Stock Purchase Plan with 99.8% support (200.87 million for vs. 0.31 million against), representing 83.4% approval of shares outstanding. This overwhelming approval reflects standard support for employee equity programs.

Was this report useful?

Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify