Zurn Elkay Water Solutions Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of three directors (Thomas D. Christopoul, Emma M. McTague, Peggy N. Troy) to serve three-year terms expiring in 2029.

2. 2

   Advisory Vote to Approve the Compensation of the Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote). Management frames the program as strongly pay-for-performance: short-term incentive awards under the MICP (weighted to Adjusted EBITDA and Free Cash Flow in 2025) and a meaningful portion of long-term incentives delivered as performance stock units (PSUs) tied to multi-year targets (free cash flow conversion, ROIC, and sales growth). The Compensation Committee, supported by an independent consultant, emphasizes that CEO and other senior executive awards are heavily performance-based (the CEO’s long-term award was 100% PSUs in 2025) to align management pay with stockholder value creation. The proposal is advisory and non-binding, but the Board and Compensation Committee state they will carefully consider the voting outcome when setting future compensation. The company also notes that it conducted extensive stockholder outreach (engaging holders of a substantial portion of outstanding shares) and adjusted disclosure and program features in response to feedback, which management cites to support the program’s alignment with investor expectations. A vote FOR therefore signals support for the Committee’s approach—linking pay to financial and strategic milestones—while a vote AGAINST would signal stockholder dissatisfaction and could prompt the Committee to revisit plan design, metrics, or disclosures. The Board’s recommendation for a FOR vote is grounded in the Committee’s view that the combination of the MICP, the structure of PSUs, stock ownership guidelines, and clawback provisions provides appropriate incentives without encouraging excessive risk-taking. In evaluating the merits, investors should weigh the program’s explicit performance metrics, recent payout outcomes (for example, 2025 financial factor payouts above target), and the non-binding nature of the vote when considering how influential the result may be on future compensation decisions.

3. 3

   Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Zurn Elkay Water Solutions Corp 2026 annual meeting?

Zurn Elkay Water Solutions Corp (ZWS) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the Zurn Elkay Water Solutions Corp 2026 meeting?

The record date for the Zurn Elkay Water Solutions Corp 2026 meeting is Tuesday, March 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Zurn Elkay Water Solutions Corp's 2026 meeting?

The board is presenting 3 director nominees at the Zurn Elkay Water Solutions Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Zurn Elkay Water Solutions Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Zurn Elkay Water Solutions Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.