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Get filing alertsZurn Elkay EVP Chhabra transitions to advisory role; say-on-pay passes with 12.4% opposition
Filed May 1, 2026 · Period ending April 30, 2026 · ~1 min read
Key Changes
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Executive VP Sudhanshu Chhabra, who oversaw Zurn Elkay Business Systems, transitioned to an advisory role effective April 30. The filing does not disclose terms, a replacement, or reasons for the change.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Say-on-pay vote passed with 87.6% support (133.1M for, 18.9M against), representing 12.4% opposition. The vote covered 79.4% of shares outstanding; broker non-votes totaled 5.9M.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Three directors elected to 2029 terms with 92.0%–95.7% support: Thomas Christopoul (94.9%), Emma McTague (95.7%), and Peggy Troy (92.0%). Broker non-votes: 5.9M shares.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Ernst & Young ratified as auditor with 98.1% approval (155.0M for, 3.0M against), representing 92.5% of shares outstanding.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Zurn Elkay disclosed two events from its April 30 annual meeting and a concurrent executive transition. Sudhanshu Chhabra, Executive VP overseeing Zurn Elkay Business Systems, moved to an advisory role effective April 30. The filing provides no detail on the advisory arrangement's terms, duration, or compensation, nor does it name a successor or explain the timing.
The lack of disclosure around a senior operational role warrants follow-up in the next 10-Q. The annual meeting results were routine. Say-on-pay passed with 87.6% support, drawing 18.9 million votes against (12.4% opposition). While the proposal cleared comfortably, the opposition level is within normal bounds for executive compensation votes and does not signal material shareholder concern.
Three directors won uncontested elections with 92%–96% support, and Ernst & Young's auditor ratification passed with 98.1% approval. Broker non-votes totaled 5.9 million shares across governance items. The meeting outcomes reflect standard shareholder endorsement of board and auditor choices.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
ZWS held its 2026 annual meeting, electing three directors, approving executive compensation with 87.6% support, and ratifying Ernst & Young as auditor.
Added in current filing · verify on EDGAR →
There were 167,542,304 outstanding shares of the Company’s common stock eligible to vote as of March 3, 2026, the record date for the 2026 Annual Meeting. ... Votes FOR ApprovalVotes AgainstAbstentionsBroker Non-Votes% of FOR Votes Cast
Advisory Vote re: Compensation of NEOs 133,069,94918,889,005247,4425,902,05287.6%
The advisory vote on executive compensation passed with 87.6% of votes cast in favor, but opposition reached 12.4% (18,889,005 votes against). Relative to the 167,542,304 shares outstanding, the proposal received support from 79.4% of total shares. While the vote passed, the opposition level is elevated compared to typical say-on-pay results and may warrant board attention to compensation practices.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Director (2029)Votes FORVotes WithheldBroker Non-Votes% of FOR Votes Cast
Thomas D. Christopoul 144,469,6747,736,7245,902,05294.9%
Emma M. McTague 145,704,0356,502,3635,902,05295.7%
Peggy N. Troy 140,086,58712,119,8115,902,05292.0%
Shareholders elected three directors to three-year terms expiring in 2029. Thomas D. Christopoul received 94.9% support, Emma M. McTague received 95.7%, and Peggy N. Troy received 92.0%. With 167,542,304 shares outstanding and entitled to vote, these directors received support from 83.7% to 87.0% of total shares outstanding, indicating strong shareholder approval.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify