Independent
Tenure on this board
3.2 yrs
9 nominees · 4 ballot items.
Election of nine directors; ratification of Deloitte & Touche LLP as independent auditor for 2026; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and shareholder approval to implement the Xylem Inc. 2026 Employee Stock Purchase Plan (ESPP).
Election of nine director nominees named in the Proxy Statement to serve one-year terms.
Ratification of the appointment of Deloitte & Touche LLP as Xylem’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote asking shareholders to approve the compensation paid to Xylem’s named executive officers as disclosed in the Proxy Statement.
This management-sponsored non-binding advisory proposal asks shareholders to approve the Company’s 2025 executive compensation as disclosed in the proxy, giving investors a direct mechanism to signal support or concern for pay practices. Management is seeking shareholder approval to affirm its compensation philosophy that emphasizes pay-for-performance, a mix of annual and long-term incentives (PSUs, RSUs, and options), and targeted changes made after shareholder engagement — including metrics alignment and a mixture of internal and external performance measures. The Board and its Leadership Development & Compensation Committee cite prior shareholder support (approximately 87% in 2025), ongoing shareholder engagement, and benchmarking to the company peer group as reasons to continue the current framework. The advisory nature of the vote means it is not binding, but management commits to seriously consider the outcome when designing future compensation; the Board also has a policy to hold this advisory vote annually. Relevant context includes the company’s recent strong financial performance, multi-year LTIP structures that vest on performance cycles, and the use of relative TSR and cumulative Adjusted EPS in PSU design to align executives with long-term shareholder returns. Potential shareholder concerns center on CEO and NEO pay levels (notably CEO compensation disclosed in the Summary Compensation Table) and whether realized pay tracks underlying performance metrics; management addresses these through clawbacks, stock ownership guidelines, and a mix of performance and time-based awards. The committee’s recommendation emphasizes retention, alignment with shareholder value creation, and responsiveness to investor feedback, while critics might argue that advisory votes should be used to push for specific reforms (e.g., metric weighting or disclosure enhancements). Ultimately, the vote functions as a governance feedback tool: a strong affirmative result validates management’s pay program and supports continuity, whereas a weak result would trigger additional shareholder outreach, potential plan refinements, and public disclosure of changes in response to investor concerns.
Shareholder approval to implement the Xylem Inc. 2026 Employee Stock Purchase Plan providing eligible employees the ability to buy shares through payroll deductions (up to 4,000,000 shares, 85% purchase price formula and Section 423-qualified features where applicable).
This management proposal seeks shareholder approval to implement a new Employee Stock Purchase Plan (ESPP) that would make up to 4,000,000 shares available for employee purchase through payroll deductions, generally at an 85% purchase-price discount to the lower of the offering-period start or end price and designed to qualify under Section 423 where practicable. Management argues the ESPP aligns employees with shareholders by encouraging ownership, supports retention and recruitment (about 17,000 eligible employees as of March 19, 2026), and provides a tax-advantaged, broad-based mechanism for long-term value creation. The Plan grants the Leadership Development & Compensation Committee wide administrative discretion, including authority to establish non-423 sub-plans for non-U.S. jurisdictions, set offering periods, and adjust technical terms to comply with local laws, which helps facilitate global participation but creates variability in plan implementation. From a governance standpoint, shareholder approval is requested because of potential dilution and NYSE/Section 423 shareholder-approval requirements; management discloses the 4,000,000-share limit and describes anti-dilution adjustment mechanisms for corporate events. Investor considerations include dilution (share reserve relative to outstanding shares), the modest cost of broad-based discounts versus the retention and engagement benefits, and the plan’s parameters (1%–15% payroll contribution, $25,000 annual purchase limit under Code Section 423). The committee’s rationale emphasizes alignment and long-term ownership culture, while potential shareholder concerns include incremental share overhang and the aggregate impact on EPS and equity incentive run-rate; the proxy discloses administration, eligibility, and tax consequences to help investors assess trade-offs. Overall, the ESPP is a conventional, market-standard tool to broaden employee ownership and is likely to receive management support given the program’s design, but investors will weigh dilution and program economics against retention and engagement benefits when casting their votes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.7% | 15,816,928 | $1.9B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.4% | 12,771,229 | $1.5B |
| 3 | STATE STREET CORP | 4.7% | 11,173,697 | $1.3B |
| 4 | BlackRock, Inc. | 3.4% | 7,995,752 | $955M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 5,626,511 | $669M |
| 6 | Swedbank AB | 2.3% | 5,526,255 | $660M |
| 7 | BlackRock, Inc. | 2.1% | 4,973,978 | $594M |
| 8 | Impax Asset Management Group plc | 1.9% | 4,585,548 | $548M |
| 9 | Pictet Asset Management Holding SA | 1.8% | 4,334,794 | $518M |
| 10 | BlackRock, Inc. | 1.8% | 4,322,658 | $517M |
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