UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective May 11, 2022, Jorge M. Gomez resigned as a director of Xylem Inc. (the “Company”). Mr. Gomez’s resignation from the Company’s Board of Directors (the “Board”) did not result from any disagreement with the Company on any matter, including relating to its operations, policies or practices. In connection with Mr. Gomez’s resignation, the size of the Board will be reduced from 11 to 10 members effective following the Annual Shareholders Meeting on May 12, 2022 (the “2022 Annual Meeting”).
Mr. Gomez had been included as a nominee of the Board in the Company’s definitive proxy statement and proxy card for the 2022 Annual Meeting. In light of his departure from the Board, Mr. Gomez is no longer standing for re-election to the Board at the 2022 Annual Meeting, and the Company’s proxy materials are hereby deemed amended to remove Mr. Gomez as a nominee for the 2022 Annual Meeting. The Company’s slate of nominees otherwise remains unchanged. Previously voted proxies remain valid, other than with respect to Mr. Gomez as he is no longer standing for re-election, and the Company’s shareholders eligible to vote at the 2022 Annual Meeting may continue to use their proxy cards to vote their shares as to the Board’s remaining nominees and the other matters being voted on at the 2022 Annual Meeting.
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 11, 2022 |
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By: | /s/ Kelly O’Shea | |||
| Kelly O’Shea | ||||||
| VP, Chief Corporate Counsel and Corporate Secretary (Authorized Officer of Registrant) | ||||||